12To:
From:
Date:
Subject:
Background:
Cost:
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
The Honorable Mayor & Members of the City Commission
South Miami
kt*d
~lP
2001
Hector Mirabile, Ph.D., City Manage/r I :l.
April 17, 2012 ! Agenda Item No.: __
A Resolution authorizing the City Manager to enter into an agreement with
Municipal Code Corporation (MCCI), for a five year period, with the first
annual maintenance fee payment to be included in the purchase of the
software License and years two (2) through five (5) to be paid annually from
account number 001-1340-513-4634 Maintenance-Internet Services in the
amount of $11.763.50.
The City's MIS Office -International Data Consultants, Inc (IDC) is tasked with
working towards a paperless environment. To achieve this task, the city will
purchase the Laserfiche software which includes project management, workflow
and training for the city employees.
MCCI provided a quote that included the Software, Licenses, Maintenance,
Training and Project Management. The maintenance is based on user licenses
and is included in the first year with the purchase of the software. By going
through the State of Texas Department of Information Contract No. DIR-SDD-
980, the City was able to take advantage of a large discount and benefit in
obtaining additional services from the vendor.
$ 11,763.50 annually ,
Funding Source: 001-1340-513-4634 Maintenance-Internet Services. There is no expenditure on
the first year as this amount was included with the purchase of the software. The
remaining years will be budgeted for and placed in account 001-1340-513-4634
Maintenance-internet· Services.
Backup Documentation:
o State of Texas Information Technologies Contract
o Quote from MCCI
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
RESOLUTION NO.: _______ _
A Resolution authorizing the City Manager to enter into an agreement with
Municipal Code Corporation (MCCI), for a five year period, with the first annual
maintenance fee payment to be included in the purchase of the software License
and years two (2) through five (5) to be paid annually from account number 001-
1340-513-4634 Maintenance-Internet Services in the amount of $11.763.50.
WHEREAS, the City's MIS Office -International Data Consultants, Inc (IDC) is tasked with working
towards a paperless environment; and
WHEREAS, the City of South Miami needs assistance in achieving this task which will require the
expertise of the MIS Office, International Data Consultants (IDC) who can help implement and carry out this
important task; and
WHEREAS, to achieve this task, the City will purchase the Laserfiche Software maintenance and support.
By purchasing the software the city has maintenance and support included in the first year. Support for each year
thereafter will be required; and
WHEREAS, the City desires to purchase the maintenance and support from the State of Texas Department
of Information Resources Contract through MCCI (Municipal Code Corporation) for a yearly total amount based
on the current user licenses purchased of$ 11,763.50.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1: The city manager is authorized to purchase the Laserfiche Software support and
maintenance from (MCCI) as set forth in Professional Services Proposal which is attached and made part of this
resolution by reference, for a total amount of $ 11,763.50 to be paid from account number 001-1340-513-4634
Maintenance Internet Services. This amount is already included in the first year with the purchase of the
Laserfiche software and will be budgeted under account 001-1340-513-4634 Maintenance-Internet Services for
the next 4 years.
Section 2
Commission.
This resolution shall be effective immediately upon being approved by a vote of the City
Passed and Adopted this _day of __ __"_>-2012.
Attest: Approved:
City Clerk Mayor
Read and approved as to form Commission Vote:
language, legality and execution thereof Mayor Stoddard:
Vice Mayor Liebman:
Commissioner Newman:
Commissioner Harris:
Commissioner Welsh:
CITY ATTORNEY
Municipal Code Corporation
PO Box 2235 • Tallahassee, Florida 32316
TELEPHONE (800) 342-2633 • FAX (850) 701-0715
Logan Di Liello, Senior Account Executive. extension 725 • logan@mccinnovations.com
April 5, 2012
Ms. Emily Cardoso
IT Consultant
6130 Sunset Drive
South Miami, FL 33143
Dear Ms. Cardoso:
I enjoyed speaking with you recently regarding the Laserfiche software and services. Pursuant to our
discussion we are pleased to enclose our Professional Services Proposal. While reviewing the proposal
please keep in mind the following advantages of being a MCCi customer:
>-Leading Provider -For the past three years, MCCi was ranked as the #1 Laserfiche VAR in the United
States.
>-Professional Certifications -MCCi's staff is well-trained and holds multiple certifications in security,
HIPPA, Laserfiche Certified ProfeSSionals, and CDIA+ to give you the peace of mind that we are
simply the best at what we do.
>-Government Focus-MCCi was created by Municipal Code Corporation to focus on innovative
technologies for Government. MCCi provides Laserfiche software and services to more than 350
government entities including Cities, Counties, State Agencies, Special Districts, and more.
>-Specialization in Enterprise Solutions-Our Project Managers provide implementation and training
services to help make your solution an Enterprise-wide deployment. We work with you on your
initial project plan knowing that one day Laserfiche will be used across the entire organization. This
methodology helps you plan to meet this goal in your time frame whether it be an immediate
objective or part of a multi-year plan.
>-Superior support-MCCi utilizes a multi-layered support team geared towards offering each client
multiple contacts to enhance the usage of every product implemented. We offer support through
our help desk, email, and toll free number, and also have an online support center that gives end
users access to training manuals, "how to" checklists, training videos, a knowledge base, and
software updates.
>-The right resources at the right time-Whether it is integration, scanning and indexing services, an
electronic forms solution, etc., MCCi has additional solutions that are complimentary to Laserfiche,
while allowing you to work through one vendor for best of breed solutions.
If you have any questions concerning our proposal or desire additional information, please do not
hesitate to contact me on our toll-free number. We appreciate your interest and hope that we will have
the pleasure of working with you and serving the City of South Miami.
Sincerely,
Logan Di Liello
Account Executive
Executive Summary
Laserfiche has been a resource for over 21,000 organizations since 1987. Laserfiche creates elegant
document management solutions that help organizations run smarter. Their dedication to customer-
driven innovations has built a suite of products and services that address organization-wide business
problems from executive, records management, and information technology and end-user perspectives.
Laserfiche is a unified solution that manages all your organization's documents and records, regardless
of location or media. Laserfiche strikes a balance between security and accessibility, protecting
information while providing efficient access to keep staff working at maximum productivity. Please keep
in mind the following competitive advantages of Laserfiche:
Digital Archiving-Digital archiving is the storage of paper and electronic documents in accessible
electronic media with long-term preservation capability. It is cost effective because it saves physical
storage space and it cuts media maintenance costs. Original documents can be stored off-site or
destroyed as necessary. This simplifies the disaster recovery process by allowing you to backup
documents on digital media and store them off-site.
@ Business Process Automation -Laserfiche's Workflow functionality utilizes the Microsoft Windows
Workflow Foundation and allows for automating approval processes, document routing, providing
additional integration options, and much more.
Records Management -Laserfiche's Records Management Edition meets the Department of
Defense (000) standards, and augments traditional ECM functionality by adding Records
Management tools to manage retention, disposition, vital records, and much more.
Comprehensive Security-Laserfiche Comprehensive Security allows you to control the security of
your documents on many levels. You determine what functions, such as scanning and printing, each
staff member may use. Security features are easy to administer, records managers can administer
most security functions without IT staff assistance.
User Friendly-Laserfiche is very easy to learn and use. It has a folder tree structure similar to
Windows Explorer to make it easy to use. Your office can begin to scan and retrieve documents
almost immediately after installation.
Intelligent Search-Laserfiche lets you search your documents based upon full-text search, index
search, and document and folder name searches. The Laserfiche full-text search unlocks the
contents of your documents; if you need to find a word or phrase within a document, the full-text
search retrieves it immediately. There is no other imaging software that allows you this many
searching possibilities.
Web Access-Laserfiche allows you to publish your documents on the web with our WebLink
software. You decide which documents you want published and WebLink publishes them on the
web without having to use HTML programming. Users can then search the site to find the
information they need using the Intelligent Search feature.
Integration-Laserfiche is able to integrate with current software and hardware on existing systems.
Service-Laserfiche understands the importance of a thorough support service. From technical help
to the latest document imaging news, Laserfiche is dedicated to forming a lasting, complete service
relationship. Should you need technical assistance; a qualified professional will be available to help
you.
Product Description: Qty. Cost DIR-SDD-980
ECM SOFTWARE LICENSING FOR AVANTE
iii Avante Server for MS SQL 1 $5,000.00 $4,698.50
iii LF Full Named User 15 $500.00 $469.85
Includes Snapshot, Eman and Workflow
iii Web Access, 20% Add On to All Named Users 15 $100.00 $93.97
iii LF Standard Audit Trail, 15% Add On to All Named Users 15 $75.00 $70.48
iii LF Workflow 1 Included
ECM Software Licensing Total
WEB TOOLS FOR AVANTE
iii Laserfiche Starter Public Portal 1 $15,000.00 $14,095.50
Includes Weblink and 10 Retrieval Connections
Web Tools Total
ANNUAL SOFTWARE SUPPORT -BASIC LSAP
iii Avante Server for MS SQL 1 $1,000.00 $900.00
iii LF Full Named User 15 $100.00 $90.00
Includes Snapshot, Email, and Workflow
iii Web Access, 20% Add On to All Named Users 15 $20.00 $18.00
iii LF Standard Audit Trail, 15% Add On to All Named Users 15 $15.00 $13.50
iii LF Workflow 1 $0.00 $0.00
iii Laserfiche Starter Public Portal 1 $3,000.00 $2,700.00
Includes Weblink and 10 Retrieval Connections
iii Managed Services for Laserfiche -Avante SQL 1 $1,687.50 $1,687.50
iii MCCi Service Level Agreement 1
Annual Support Total
For budgetary purposes, the Client should include $11,763.50 in annual budget for renewal of LSAP,
Managed Services, SLA and Training Center for the software quoted above.
MCCi PROFESSIONAL SERVICES
iii Basic Onsite Training of software, per day
Workflow training and installation excluded. Travel expenses
included.
*3 Days -City Hall
*1 Day -Police Dept.
MCCi Project Management Services
*The customer will provide a Project Manager as a point of contact
with MCCi for project communication
Professional Services Total
Total Project Cost
4
1
$2,100.00 $1,932.00
laserfiche
Avante
Total
$4,698.50
$7,047.75
$1,409.55
$1,057.16
Included
$14,212.96
$14,095.50
$14,095.50
$900.00
$1,350.00
$270.00
$202.50
Included
$2,700.00
$1,687.50
$1,084.50
$8,194.50
$7,728.00
$2,900.00
$10,628.00
$47,130.96
PAYMENT & BILLING TERMS
MCCi will invoice fifty percent (50%) of the total contract amount upon receipt of the signed contract. Balance of total
project will be invoiced upon completion of the proposed professional services, but may be broken up based on completion
date of specific services. Sales tax will be included where applicable. Payment will be due upon receipt of an invoice.
MCCt STANDARD SERVICES
To determine which services and products are included with your project please refer to the Statement of Work
above.
MCCi prides itself in providing high quality professional services and support. Providing the most
advanced level oftech support via the web, e-mail and phone, you can rest assured that MCCi will
provide you with profession installation, training and support services. Our clients can rely on us to
provide a continual flow of information through our technical bulletins and newsletters.
MCCi PROJECT MANAGEMENT SERVICES
MCCi Project Managers are CDIA-certified and Laserfiche certified. The CDIA (Certified Document
Imaging Architect) is awarded after a comprehensive and rigorous exam focused on a broad spectrum of
document and records management objectives. There are multiple Laserfiche Certifications and MCCi
focuses on maintaining all of them. MCCi Project Managers administer these services and concentrate
on defining business requirements and the deliverables that follow. The MCCi Project Manager will
work with the client's point of contact to put together a project plan that clearly defines the scope of
services of the Project Management services. These services are included to ensure the Client is
prepared for the final project implementation.
Initial Implementation
Client Consultation -The assigned MCCi Project Manager will perform a remote pre-installation solution
development plan including configuration of security rules for the Client prior to installation and
training. This consultation will include a review of current document organization and retrieval practices
to determine desired indexing methods, as well as other basic system set up needs. Once this
information has been gathered and provided to the MCCi project manager, the basic folder structure,
document naming scheme, scheme, and template set-up will be configured prior to onsite training.
Remote Installation and Con!iguration-Software installation and configuration may occur remotely as
part of the Project Management services to ensure the onsite time purchased is focused on the direct
objective. Please refer to the statement of work to determine if the onsite time will include installation
and configuration.
Remote Training-Project Management services may be utilized for training administrators or users
remotely if not providing onsite training. Please refer to the statement of work to determine the
training model quoted.
Future Implementations
MCCi Project Management services may be included to provide remote training and/or installation,
template creation, specific consultation needs such as security set up, or others needs related to adding
additional software and/or departments for the defined project.
LASERFICHE BASE SOFTWARE TRAINING SERVICES
The client is provided with either instructor-led hands-on training or train-the-trainer training in the
operation of the Laserfiche Software and Plug-ins, and the scope of all training services to be performed
is notated in the Statement of Work. These services will be provided onsite or remote, please refer to
the Statement of Work to determine which has been quoted. Below are some sample outlines based on
user-roles and system modules:
5
System Administration Training
@ Client and Server Installation Procedure
@ Users and Groups -Active Directory
@ Security
@ Templates
@ Tags
@ Document Relationships
@ Records Management
@ Volumes
@ System settings
@ Back up Procedures
@ Troubleshooting Procedures
@ Technical Support Overview
Full User Training
@ Introduction to Laserfiche
@ Folders and the Folder Browser
@ Scanning and Importing
@ OCR and Full Text Indexing
@ Document Display
@ Index Card/Templates
@ Document Retrieval by Index Fields or Text (Searching)
@ Annotations
@ Extracting a Document from Laserfiche
@ Briefcasing and Migrating Documents
@ Customize Laserfiche
@ Volumes
@ Security
@ Advanced Features -Plug-ins
SOFTWARE DESCRIPTIONS
To determine which products are included with your project, please refer to the Statement of Work
LASERFICHE AVANTE
Laserfiche Avante solution is a named user model and starts out with a feature rich system that is based
on the number of people who will be using the system. It is designed for small to mid size organizations
and helps you capture, manage, distribute, and work with information in diverse working environments.
Avante comes with Laserfiche Workflow and allows your organization to move beyond simple document
routing to automate everyday tasks, optimize business processes, and share information with a wide
variety of applications. Avante systems allow you to choose from SQL Express or full MS SQL platforms
and incrementally expand the system with records management edition and other plug-ins such as
auditing and batch processing. The Laserfiche Avante pricing structure makes it simple and affordable
to add new features and functionality to your Laserfiche system as your needs change.
LASERFICHE RIO
The Laserfiche RIO solution is geared towards Enterprise clients with 100 named users or more. RIO and
each RIO license comes coupled with Workflow, Web Access, Snapshot, Email, and Advanced Audit Trail.
This licensing structure makes it much easier on IT administration, especially when dealing with a large
user base. In addition, RIO supports an unlimited number of application servers, as well as repositories,
making it well suited for expansion and testing needs. RIO can either connect to MSSQL or Oracle for
the backend database, and of course many of the same optional Laserfiche modules such as the Records
Management and Weblink Public Portal licenses are available with RIO.
Feature
Database
Retrieval
Users
Full Named
Users
Retrieval
Named
Users
Default
Servers
User License
Model
Model
Page Limit
Avante
SQL Express,
SQL, Oracle
Only Public
Portal Web Link
Unlimited
n/a
1
Named
WF automation
/BPM
Unlimited
Weblink Public
Public Access Portal (25, 75,
PP)
Rio
SQL, Oracle
Only Public
Portal Web
Link
100 -
Unlimited
200 -
Unlimited
Unlimited
Named
Enterprise
Unlimited
Weblink
Public Portal
(PP)
Comments
Includes Email
Includes Workflow, Email and Snapshot for Avante; Includes
Workflow, Email, Snapshot, Web Access and Advanced Audit Trail
for Rio.
Includes Email for Rio, minimum purchase of 1,000 users
Unlimited versions are licensed per Laserfiche application server,
and per processor. The licensed number of processors must be
equal to or greater than the number of processors (CPUs) on the
correlating Laserfiche application server.
SOFTW ARE DI{SCIUPTIONS
Upgrade
Path
Laserfiche
Versions
Rio
Lf 8.1 and later
LASERFICHE PLUG-INS
n/a
Lf 8.0.1 and
later
Laserfiche Plug-Ins. Utilities. and Tools
MCCi can provide additional Laserfiche Plug-ins Utilities, & Tools software. Laserfiche offers a selection
of add-ons and development tools designed to let you tailor Laserfiche to meet your needs. Certain
Plug-Ins may be bundled differently based on the Laserfiche platform.
Laserfiche Batch Processing Tools
Laserfiche® Quick Fields™ automatically captures useful information from paper and electronic
documents and organizes it for fast retrieval. Quick Fields transforms data capture from a costly and
labor-intensive operation into an efficient process by collecting precise pieces of information from
the masses of unstructured data flowing into your organization. Quick Fields improves the speed
and accuracy of data capture while giving authorized staff instant access to the information they
need to work effectively.
Bar Code Validation Package -The Bar Code add-on reads bar codes on a specified page in the
document. The value returned by the bar code process can be used to identify a page, populate a
field, determine the document name, or determine where the document will be stored. Bar Code is
very powerful when combined with Real Time Lookup. Supported barcode formats: Codabar, CODE
39, CODE 128, EAN 8, EAN 13, Interleaved 2 of 5, UPCA, and UPCE.
@ QF Real-time Look up Validation Package: Lookup populates template fields and validates metadata
by retrieving data stored in third-party databases and other applications.
QF Zone OCR Validation Package: Images that contain clearly printed or typed information can be
converted to text files through a process called OCR (Optical Character Recognition). Once text has
been extracted from an image, it can be sent along with the image to the repository. Once the
document has been imported into the repository, the extracted text will be associated with the
corresponding image in the document. The International Zone OCR add-on will scan a zone on an
image for text. Only text found within the zone will be extracted. The data returned by this process
can be used to identify a page, populate a field, determine the document name, or determine where
the document will be stored. The International Zone OCR add-on can be installed when Quick Fields
is first installed or after it has already been installed.
Laserfiche Import Agent: Laserfiche Import Agent is a capture tool that can bring files into a
Laserfiche repository from the Windows file system. Any file that can be stored in Laserfiche can
also be imported via Import Agent. What's more, Import Agent allows for scheduled and selective
imports, so that users can set up specific criteria for what gets imported when. Import Agent can
create fully OCR'd and indexed documents complete with template information and filed in the
repository.
QF Forms Alignment: automatically repositions scanned documents to match a master form,
correcting for scanning errors and improving data extraction.
QF Document Classification: designed for clients who deal with mUltiple forms, and will recognize
and process multiple document types.
QF Auto Stamp/Redaction/Bates Numbering -The Bates stamp option is a document auto-
numbering annotation option
SOFTWARE DESCRIPTIONS
QF Optical Mark Recognition: detects handwritten information, including marks on surveys, tests
and ballots.
E' Quickfields Agent: enables administrators to schedule forms processing around the clock and run
Quick Fields sessions without operator intervention, reducing labor costs and optimizing business
processes.
QF Forms Identification: automatically recognizes the form or document based on its overall
structure, even in the absence of bar codes, form data or other distinguishing information.
QF Forms Extractor: removes form outlines to isolate data for more accurate capture.
Laserfiche ScanConnect'M: allows ISIS scanning. A collection of ISIS scanner drivers is included with
Laserfiche ScanConnect. These drivers allow images to be scanned through supported scanners.
ScanConnect 7.x is can be purchased as an add-on to both Laserfiche scanning and Quick Fields.
Laserfiche Snapshot'M Laserfiche Snapshot can generate images and text from an electronic file (e.g.
a Word document, a web page, a text editor, etc.). The files generated by Laserfiche Snapshot
capture the content of the electronic file at the time that it was processed. In other words, they
represent an accurate portrayal of an electronic file at a given point in time. The images and text
created from an electronic file are then stored in a Laserfiche repository. As you can see, Laserfiche
Snapshot can be used as a tool to archive a particular version of an electronic file. Laserfiche
Snapshot can process any electronic file that can be opened with a Windows application that has
printing capabilities. This feature is automatically included with every Full User purchase.
@ OCR Scheduler for Laserfiche is a tool developed by MCCi and provides a simple and effective way to
mass OCR documents in Laserfiche. It allows administrators to configure mUltiple OCR
sessions. Sessions are created based on selecting folders within a specific Laserfiche Repository and
scheduling the time to begin the OCR process. Benefits:
o Efficiency: Clients can schedule the tool to perform the OCR function, rather than tie up
machines during the normal working rhythm.
o Support/Search Content: Leaving the responsibility in users hands to conduct OCR can lead
to incomplete processing. The tool provides assurance that everything in need of OCR is
being addressed without end user interaction.
Distribution Plug-Ins
@ Laserfiche WebLink™ the WebLink module publishes select documents in a Laserfiche repository to
an intra net or the Internet in read-only form. Documents can be made available through the Web
almost instantly, and users need only an Internet browser in order to access them. Built on ASP
.NET, WebLink can be customized to match the look and feel of an organization's Internet or
intra net site.
Laserfiche WebAccess Laserfiche Web Access is a Web browser-based thin client offering virtually all
of the document management capabilities of the standard Laserfiche interface. Web Access allows
your IT staff to roll out high-volume Laserfiche access without increasing your organization's
application support burden. Authorized users organization-wide enjoy simultaneous access to
documents, whether they are using the corporate intranet or logging in from a branch office.
@ Laserfiche Plus™ Laserfiche Plus allows the information stored in a Laserfiche repository to be
portable. Laserfiche documents published by Laserfiche Plus can be viewed by anybody, regardless
of whether they have Laserfiche installed. If these portable Laserfiche documents are sent to a
company or site that already has Laserfiche installed, then that organization can also choose to
attach those documents to their repository. This software prepares a copy of the Laserfiche files
(images, text, electronic files, annotations, templates and field data) for burning directly to your
removable media or to a temporary directory. Choosing to publish to a temporary directory allows
you to write it to your removable media at your convenience.
SOFTWARE DESCRIPTIONS
@ Laserfiche E-Mail Plug-in™ allows instant electronic document distribution via standard MAPI-
compliant e-mail applications. This feature is automatically included in every Full User and Retrieval
User license purchase.
Workflow& Process Automation
Laserfiche Workflow: Efficiency and accountability-enhancing document routing, e-mail notification
and audit trail reporting.
(~, Laserfiche Audit Trail Modules: Three levels of audit reporting to address your specific regulatory
compliance and security needs.
The Starter Edition tracks basic events that occur in the repository and that involve accessing,
modifying or exporting data. Basic events include creating, editing, printing or deleting
documents, creating annotations, and assigning metadata.
The Standard Edition builds on the Starter Edition by tracking additional security-and access-
related events. This edition can also track unsuccessful attempts to perform an action, such as
failed attempts to access or print documents.
@ The Advanced Edition meets the needs of organizations in the most highly regulated
environments. It includes all the functionality ofthe other two editions, and also tracks many
more events including password changes, the creation or modification of users and groups, and
changes to repository-wide settings. It can also track all the searches users perform, require
users to enter reasons for performing certain actions, and automatically add watermarks to
printed documents.
Laserfiche Integration Plug-Ins
LF Integrator's Toolkit: Tools & documentation necessary for customizing Laserfiche
LASERFICHE THIRD PARTY PLUG-IN OFFERINGS
Integration
DataNow Affinity Integration-DataNow Affinity brings the power of Laserfiche document
management to the applications you use most. Document searches can be reduced to a single click
of a button. New documents can be added to your Laserfiche repository without manually entering
template field values, file names, or folder locations. Affinity truly makes Laserfiche feel like part of
your business software
LF Integrator GP -LF Integrator empowers Great Plains users to scan, search and link supporting
documents in Laserfiche document management applications directly from the Great Plains menu
bar. Link the document and workflow management power of Laserfiche with your current Great
Plains implementation.
c' LF Integrator AutoCAD -LF Integrator for AutoCAD allows you to store AutoCAD drawing files or
associated documents in Laserfiche, including embedded cross reference files, directly from the
AutoCAD menu. Launch Laserfiche scan or search modules using the drawing file for template or
search criteria, or create a Laserfiche document template using the fields from any AutoCAD
drawing title block with a single click.
GeoDocs: GeoDocs™ is a web-based software that seamlessly integrates ESRI ArciMS (soon to be
ArcGIS Server) and Laserfiche. Utilizing robust search capabilities, users of GeoDocs can access
digital documents stored in a Laserfiche repository from within the web-based GIS program and vice
versa, access spatial information stored in a GIS from within the Laserfiche web client.
Electronic Forms
SOF'J'W ARE DESCRIPTIONS
LincDocs (Electronic Forms)-LincWare's LincDoc family of eForm creation and document automation
tools empowers businesses and government organizations to better serve their customers and
constituents, reduce costs and better leverage bottom line critical information. LincDoc data
complies with existing systems through features like network-wide interconnectivity, document
repositories, version control, business-logic driven data entry, Laserfiche interface, database
integration and Word-and PDF-based document authoring.
PhYSical Records Management
InfoLinx (physical records management software) -InfoLinx provides both custom and commercial-
off-the-shelf records and information management system software and professional business
services to manage critical business documents. InfoLinx seamlessly integrates barcode and Radio
Frequency Identification (RFID) technology, physical file and electronic record tracking, retention
schedule management, color-coded label printing, and document imaging into an integrated,
intuitive, and user-friendly records management application.
TECHNICAL SUPPORT
When you become a client of MCCi, you gain much more than just a new product. You gain a
relationship between our staff and your organization to make your product implementation successful
and the usage of your product an enjoyable experience. In order to make this possible, MCCi offers both
Proactive and Technical Support.
PROACTIVE SUPPORT
MCCi assigns each account with a Regional Account Executive and an internal Account Manager Team.
You will have already worked with your Account Executive in the pre-project phase and they will
continue to support you. Your Account Executive will provide a local presence and contact information
should local meetings be necessary. The Account Executive also assists in pre implementation
processes.
Your Account Manager will assist in managing ongoing support through the life of the product. MCCi
believes in a proactive support methodology and it is the Account Managers' role to insure this ongoing
communication with clients. Your Account Manager will be in touch throughout the year to discuss
optimal system usage and ensure client satisfaction. Items discussed may include, but are not limited
to:
@ Identify any needs that could easily be addressed with the current system.
,. Provide resource for question and answer, best practices, how other customers are using the
system with use of documented case studies, Listservs, support center, etc.
® Provide continued education for existing and new users within the organization through the use of
webinars, seminars, workshops, users group, and more.
Annual review of current system configuration
Dedicated sales support staff for pricing inquiries and budgetary information
Annual support renewal notification to ensure your renewal process is timely and accurate
Educational Resource Definitions
• Case Studies-MCCi works with our clients to put together narrative accounts of specific usages
of MCCi solutions in their organization. Specific departments, document types, integrations, etc.
are noted to allow other users to learn from the information.
• MCCi Listserv-MCCi has created a Listserv for specific types of system customers. A Listserv is a
creative use of e-mail, which provides a means for End Users to share information on a common
interest. Members are able to communicate with peers thru a single e-mail. Uses of the Listserv
may include fielding requests about system usage, as well as best practices.
• Support Center-This resource is a compilation of white papers, best practices, and information
for system users all in one location. Through the support center, users can also submit and
check the status of their support tickets.
• Webinars-MCCi conducts monthly webinars on different topics promoting more efficient
system usage. User webinars are also offered on more specific topics related to products,
concepts, departments, etc. regarding the usage of your system. These are done through the
web and are a convenient way of staying informed on the newest technologies available.
• Seminars-MCCi conducts seminars on different topics to help educate new and existing end
users throughout the year. They are usually located at a host site of an existing customer.
These can also be offered at current client's locations to invite departments to learn more
regarding their current system.
• User Groups-MCCi offers annual user groups to keep end users trained on the newest versions
and products. These are geared to both users and administrators of the system.
Tl~CHNICAL SUPPORT
TECHNICAL SUPPORT
The Laserfiche Software Assurance Plan (LSAP) helps preserve your investment and extend the benefits
of your original purchase by providing you access to the assistance needed to ensure that you maximize
system uptime. You have accessto a toll free line to call for technical support or submit tickets online
through our support center. When you subscribe to the LSAP you receive the following benefits:
• 100% upgrade credit for your existing software (in the event of an upgrade)
• Free software updates for your current system
• 24-hour FTP and website access which includes the MCCi Online Support Center
• Technical bulletins and newsletters
TRAINING CENTER
MCCi's Training Center provides an easy, cost-effective way to provide Laserfiche training to all users in
your organization. An annual subscription allows access to our online course offering of over 200
training videos. The Training Center is home to video categories such as Laserfiche Administration,
Laserfiche Client, Workflow, and Tips & Tricks. All videos use instructor descriptions from Laserfiche
Certified Professionals. The Training Center provides the following benefits:
24/7 access to on-demand Laserfiche training videos and other resources
® Reduction in training expenses
® Caters to all skill levels from Basic Users to Advanced System Administrators
Unlimited access for your entire organization
User determined schedule and pacing
Reduction in internal support
Increased efficiency through improved internal usage/adoption
@ Instant/budgeted training available in the case of employee turnover
0) Enhance your organization's internal Laserfiche training program
® Increased user productivity
MANAGED SERVICES
MCCi Managed Services are strongly encouraged to be included with every support renewal and provide
the client with a discounted hourly rate by purchasing an advanced block of services per year based on
the products purchased. Managed Services can be used for the following professional services:
Additional Training -additional training, via web conferencing, can be conducted to train
new users on the use of the system or as refresher training for existing users.
® Additional System Set Up Consultation -MCCi offers additional consultation that includes
recommendations on best practices for adding additional departments, additional types of
document etc. to your current system.
Remote implementation of software updates -While the standard SAP plan covers free
updates for software, implementation of those updates is sometimes overlooked. With the
addition of our Managed Services, MCCi is at your service to directly assist in implementing
software updates such as minor updates, quick fixes or pOint releases. Major software
upgrades mayor may not be covered and should be discussed with your Account
Management Team.
@ Annual System Review & Analysis -Upon request, MCCi 'will access your system to review
and analyze how your organization is using the system, identify discovered potential
problem areas and make recommendations for better use ofthe system. This analysis is
designed to be implemented 6 months after the initial Software installation, and should be
TECHNICAL SUPPORT
performed annually after that date. This is an optional service that will be completed only if
requested by the Client.
@ Remote Access Support -Remote Access Support allows our helpdesk staff to access your
machines remotely to resolve problems faster. The use of Remote Access Support saves you
both time and money by reducing the delays in resolving software issues without costly on-
site visits.
@ Expiration & Additional Services -MCCi Managed Services is an annual package and will
expire on the same date as your SAP plan.
MCCi does provide continued technical support for all MCCi applications. Technical support is provided
via email or telephone during normal business hours of 8:00 AM to 6:00 PM EST. Clients can designate
several individuals who are to be the technical support contacts. Those individuals may contact MCCi at
any time for technical support. There is no limit on the number of technical support calls that can be
made. Adjustments in annual support rates may be made to coincide with current U.S. inflation rates.
HAIWWARE SPECIFICATIONS
MCCi will provide necessary consultation upon request, as to the compatibility of current hardware with the Laserfiche
System. Changes and recommendations will be made at the time of consultation. See system requirements below. Please
keep in mind that these are the minimum system requirements, and should be considered independently rather than
collectively. Additionally, overhead for virtualization has not been factored in to these requirements.
Scanning Station PC:
OS:
CPU:
Memory:
Communications:
Web browser:
Client:
OS:
CPU:
Memory:
Communications:
Web browser:
Windows 7, Windows XP Professional (Service Pack 2 or later), Windows Vista, or Windows
2003 (Service Pack 1 or later).
2.4 GHz processor or faster
2 GB RAM or more
TCP/IP
Internet Explorer 6.0 or higher
Windows 7, Windows XP Professional (Service Pack 2 or later), Windows Vista, or Windows
2003 (Service Pack 1 or later)
1 GHz Processor or better, Performing OCR: Dual Core 2.4 GHz or faster processor
1 GB RAM or more
TCP/IP
Internet Explorer 6.0 or higher
Batch Processing Quick Fields Machine:
OS: Windows 7, Windows XP Professional (Service Pack 2 or later), Windows Vista, or Windows
2003 (Service Pack 1 or later)
CPU: 1 GHz Processor or better, Performing OCR: Dual Core 2.4 GHz or faster processor
Memory: 1 GB RAM or more
Communications: TCP/IP
High volume recommendation: Windows 7 x64 with 8 GB RAM, Intel Core 2 Duo Processors 3.33GHz
Laserfiche Application Server:
OS:
CPU:
Memory:
Communications:
Image/File Server Storage:
Windows Server 2003 (Service Pack 1 or later), or Windows Server 2008
Dual Core Processor, 2 GHz Processor or better
2-4 GB RAM
TCP/IP
Typical usage factoring is 18,000 black/white standard size images per GB. Clients typically utilize a Network Attached Storage
(NAS), Storage Area Network (SAN), or a Local Storage Device.
Note: Images and Electronic files are stored separately from the database.
Database Management System:
Avante SQL or Rio SQL:
Avante SQL Express:
Microsoft SQL Server 2005 (Service Pack 3 or later), Microsoft SQL Server 2008 (Service Pack
1), Oracle 9i Release 2 (9.2.0.8+), Oracle 109 (10.2.0.4+), Oracle llg (11.1.0.6+). For MSSQL,
MCCi recommends storing the MDF and LDF on different drives.
Supports MSDE (Service Pack 3 or later) and Microsoft SQL Server 2005 Express Edition
(Service Pack 2 or later), or Microsoft SQL Server 2008 Express Edition.
Note: Oracle or Microsoft SQL Server must be purchased separately. You must additionally purchase enough licensing for your
DBMS to support your Laserfiche installation.
Laserfiche Workflow Server:
OS:
CPU:
Memory:
Communications:
Laserfiche Audit Trail Server:
OS:
CPU:
Memory:
Windows Server 2003 (Service Pack 1), or Windows Server 2008
Dual Core Processor, 2 GHz Processor or better
4GB RAM
TCP/IP
Windows Server 2003 (Service Pack 1), or Windows Server 2008, liS 6 or 7
Dual Core Processor, 2 GHz Processor or better
2 GB RAM
HARDWARE SPECIFICATIONS
Communications:
Local Storage;
Web Module Server/s):
Required if:
os:
CPU:
Memory:
Viewer:
Note:
TCP/IP
C:\ Drive with 40GB or greater available
Installing "Web Access" or "Public Portal -Weblink":
Windows Server 2003 with liS 6, Windows Server 2008 with liS 7
2.8 GHz or faster processor
1 GB RAM or more
Web Browser (minimum versions): Laserfiche Web products operate most efficiently when
using Internet Explorer 6, Internet Explorer 7, Internet Explorer 8, Firefox 2, Firefox 3, Safari,
Chrome, and Opera.
Clients are responsible for any additional security protocol setup/associated fees, that are
required to provide internal/external web access. An example would be setting up
"Kerberos" for thin client active directory authentication.
Laserfiche RIO version licensing specifics:
Public Portal is sold per Laserfiche application server, per processor. It allows unlimited read-only connections to that
Laserfiche Server, as many as the machine can handle. The Public Portal License allows unlimited connections, however a large
number of connections may affect Laserfiche Server performance (one processor can handle roughly 100 to 150 concurrent
retrieval connections). You must have one Public Portal License for each CPU on the Laserfiche Server computer that WebLink
will connect to, or you must have a dual-processor or multiprocessor license for a Server computer with two or more
processors. Public Portal Licenses may only be used with WebLink; they are not available for other applications.
OCR Scheduler for Laserfiche
OS: Windows Operation Systems: 32 & 64 bit
Requirements: Laserfiche Version 8 Server (runs as a service), Laserfiche Version 8 Client.
Recommendation: 1 dedicated LF Named User license
Note: Does not support OCR for Electronic Documents
Scanners:
Must utilize ISIS drivers to be compatible with Laserfiche ScanConnect software. Scanner compatibility should be confirmed by
referencing the most up to date Laserfiche published supported scanner list at:
http://laserfiche.com/static/Resources/scanl i st. htm I.
The terms of this agreement shall remain in force and effect for a period of ninety (90) days from the
date appearing below, unless accepted by the Client.
Submitted by: MCCi, a Limited Liability Company
Date: AprilS,2012
By:
(Signature)
(Printed Name & Title)
Witness:
(Signature)
Noted Items Accepted by: CITY OF SOUTH MIAMI, FL
Date:
By:
(Signature)
(Printed Name & Title)
Witness:
(Signature)
(Printed Name & Title)
MCCi, a Limited Liability Company and subsidiary of MUNICIPAL CODE CORPORATION, which is duly organized and existing under the laws of the State of
Florida, hereinafter referred to as MCCi, hereby offers the Laserfiche Software & Services to THE CITY OF SOUTH MIAMI, FL according to the following terms
and conditions.
LASERFICHE SOFlWARE UPGRADE
When software is upgraded, the old copy of the software must be returned and will no longer be a valid copy. Proof of previous purchase is required to
receive upgrade. Upgrade credit applied towards new purchase is 100% of original software purchase price. The difference between the new system
(server, full and retrieval users) price and the old system (server, full and retrieval users) price must be greater than or equal to 10% of the new system
price. Otherwise, a minimum software upgrade adjustment will be applied to comply with the 10010 price difference requirement. One year of LSAP must
be purchased for new products when upgrading. 15AP of the original product will not be credited. However, remaining months of SAP can be applied
towards the new purchase of one year of 15AP for the new products.
SOFlWARE ASSURANCE PACKAGE (SAP)
Software Support is provided by MCCi an"d the manufacturer. MCCi acts as 1st tier support and works with the manufacturer at a 2nd tier level when
needed. MCCi's Software Assurance Packages include: Access to software point release updates, Telephone or E-Mail support for software related
issues, 24-hour FTP and web site access, technical bulletins and newsletters. Adjustments in annual support rates may be made to coincide with current
u.s. inflation rates -any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price increase. Any
updates requiring shipment of software require Client to pay shipping costs.
Customers may contact MCCi support via MCCi's Online Support Center, email (support@mccinnovations.com),ortelephone 866-942-0464. Support is
available Monday-Friday (excluding major holidays) from 8:00 a.m. -6:00 p.m. EDT.
SERVICE LEVEL AGREEMENT (SLA)
MCCi's SLA is offered in addition to the Software Assurance Package. It is required in some circumstances, and offers the customer escalated response
times depending on the severity of the support issue, as well as extended support hours and many other additional benefits. The SLA documentation is
readily available upon request.
MCCi SOFlWARE CUSTOMIZATIONS
The customer may elect to contract with MCCi to customize the standard software. As standard software is upgraded, any customizations performed will
require support in the form of updating through our Integration Support Assurance Program (ISAP). ISAP must be current to receive updates to the
integration at no additional charge. Otherwise current hourly rates will apply.
Upgrades to existing programs, or the acquisition of new programs from vendors other than MCCi, may have an effect on customizations made to the
software by MCCi. MCCi will not be held responsible if upgrades or changes made by the customer or another vendor or application preclude the
operation of MCCi's customizations.
CLIENT SOFlWARE CUSTOMIZATIONS
The client may also choose to customize their software internally, without MCCi's help. MCCi is not responsible for any damages caused by the users
customization of the software. MCCi will not be held responsible for correcting any problems that may occur from these customizations. Routine
updates to the software may affect any customizations made by the user. If MCG's help is required to correct/update any customizations made by the
client, appropriate charges will apply.
CLIENT INFORMATION TECHNOLOGY ASSISTANCE
In order for MCCi to excel in customer service, the client must provide timely access to technical resources. The client must provide adequate technical
support for all MCCi installation and support services. If the client does not have "in-house" technical support, it is the client's responsibility to make
available the appropriate Information Technology resources/consultant when needed.
SOFlWARE INSTALLATION
MCCi will install all software outlined herein. If additional software is needed to bring the site up to speCifications, customer will be billed accordingly.
SITE PREPARATION
The Client site should be ready for installation according to specifications outlined within the Hardware section listed below. If site is not prepared and
results in cancellation, delays, or rescheduling of an installation after MCCi has made travel arrangements, the client may incur expenses due to
circumstances such as non-refundable airline tickets, training/install charges, hotel reservations, rental cars, etc.
ARCHIVE SERVICES BY 001 TERMS AND CONDmONS
DOCUMENT STORAGE: MCCi's facilities contain secure rooms for hardcopy "work in progress" document storage that are designed to prevent damage
from natural disasters. MCCi wilt arrange for the return of hardcopy documents to the client after completion of scanning. If documents reside at MCCi
facilities for a period longer than 90 days after a request for delivery has been made, storage charges will apply. MCCi is not responsible for maintaining
permanent archive and accepts no responsibility to loss of electronic data.
ENTERPRISE WIDE SCANNING SERVICES: In accordance with the terms and conditions as laid out here within, MCCi can provide any department in the
organization with scanning services for documents other than those described in Section I of the pricing proposal. Costs will be based on the attached
pricing schedule (Exhibit A). MCCi will consult with each department interested in beginning their own Doi project to determine individual scanning and
indexing needs. For further information and instruction regarding this service please contact our Service Bureau Manager.
MICROFILM & FICHE CONVERSION SERVICES: MCCi offers electronic conversion services for microfilm, microfiche, and aperture cards. The Client will
provide MCCi with data to be converted to electronic format. MCCi will extract the images contained on the fjlm/fiche and migrate them to Laserfiche
or to another industry standard format as requested by the Client. The images will be captured based upon the reduction ratio and threshold between
the beginning and ending of new images on the original film. MCCi is not responsible for the accuracy of existing image quality, such as black borders,
skewed images, blurring images, non-legible images, or other errors that are not controllable by MCCi. Unless otherwise specified in the project scope,
MCCi will index by the roll/card number or unique identifier.
PROJECT TIMElINE: MCCi will complete and deliver the project within 90 days after receipt of documents. Should MCCi require additional time, the
Client will be notified immediately. The delivery for routine updates to the database will be within 30 days.
PRICING: Charges apply on a per project basis and are dependent upon size and volume of documents. MCCi requires having the entire project in bulk,
rather than in small quantities. Breaking the project into smaller quantities will affect the volume pricing, and additional charges per image may apply.
A sample may be required prior to confirming large volume job pricing.
UNANTICIPATED DOCUMENT TYPES & SIZES: The prices quoted are made with the expectation that customer will properly prepare and annotate
materials for scanning bureau use and that documents are consistent with the description provided in the scope of services. If documents are not as
initially represented, additional charges will apply according to Exhibit A. MCCi will call for authorization to proceed with the project.
LASER FICHE SYSTEM CUSTOMERS: Due to requirements by Laserfiche systems regarding the importing of images and indexing information, it is highly
recommended that Clients who already have a Laserfiche system have their documents scanned using only Laserfiche software. This will ensure that all
associated indexing information will be properly retained after the importing of images into the laserfiche system. MCCi has knowledge of the software
versions, indexing requirements, and compatibility issues for each of our laserfiche system clients. For these reasons, MCCi should be considered as a
Sole Source provider for scanning services.
MCCt CERTIFIED PARTNERS: MCCi maintains oDi partnerships for the purpose of additional capacity and flexibility in meeting client expectations. In the
event ooi partners are used for a project, the management and support of the project is handled directly by MCCi.
ADDITIONAL SERVICES
As an additional service/product under this contact MCC and MCCi can provide the following:
• Electronic Agenda and legislative Management (legistar). MCCi offers legistar Software and related services which provides electronic automation
and creation of Agendas.
• Document Scanning Services (DOl). MCCi offers scanning, indexing and integration of hard copy documents with Laserfiche Software to provide the
Client with the most powerful index retrieval search engine available with the fol/owing features: intuitive browse window, index cards, and fuzzy
logic.
• Contract Management Software (Contract Assistant). MCCi offers the Contract Assistant Software (developed by Blueridge Software) which is a web
based solution designed to provide control and automation of the contract management process.
• Code Supplementation and Codification Services (MuniCode). Municipal Code Corporation offers supplementation of existing Codes, Codification of
Ordinances and Recodification of existing Codes. Our optional services include legal review, republishing, editorial and index work and electronic·
options (CD, Internet).
• Utility Billing Services (MuniBills). MCCAdvantage offers billing, statement and remittance processing services as an additional benefit under this
agreement. MCCAdvantage, a subsidiary of MCC, can provide the client with deSign, printing and mailing services for customer billing/statements of
all types. These services also include remittance payment options, software and other billing solutions.
AGREEMENT EXTENDED TO OTHER GOVERNMENTAL UNITS
MCCi agrees to allow any other Government agency to purchase items, at the same terms, conditions and pricing as this contract during the period of
time that this contract is in effect. Minor changes in terms and conditions may be negotiated by MCCi and participating Government agencies. Any
orders issued against this agreement shall be the sole responsibility of the Government agency placing the order. It is understood that the Client shall
incur no financial responsibility in connection with any purchase by another Government agency.
TRAVEL EXPENSES
Ifthe client cancels or reschedules an installation after MCCi has made travel arrangements, travel expenses may be incurred due to circumstances such
as non-refundable airline tickets, hotel reservations, rental cars, etc.
LIMITED LIABILITY
In no event shall MCCi's total liability to the client exceed the project fees paid to MCCi by the client.
FORCE MAJEURE
Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control.
TERMINATION
The services provided in this agreement will be in full force and effect for a period of three (3) years from the date of shipment of the completed product
to the organization. Thereafter, this agreement will be automatically renewed from year to year, provided that either party may alter or cancel the terms
of this agreement upon sixty (60) days' written notice.
DlR Contract No. DlR-SDD-980
Vendor Contract No. _____ _
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
MCCI,LLC
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas,
acting by and through the Department of Information Resources (hereinafter "DIR") with
its principal place of business at 300 West 15 th Street, Suite 1300, Austin, Texas 78701,
and MCCi, LLC (hereinafter "Vendor"), with its principal place of business at 1700
Capital Circle SW, Tallahassee, FL 32310.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-SDD-TMP-126, on July 7, 2008, for
Augmenting Software Products and Related Services. Upon execution of this Contract, a
notice of award for RFO DIR-SDD-TMP-126 shall be posted by DIR on the Electronic
State Business Daily.
C. Order of Precedence
This Contract; Appendix A, Standard Terms and Conditions For Products and Related
Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses
Subcontracting Plan; Appendix C, Daystar Software License Agreement; Appendix D,
Daystar Service Subscription Agreement; Exhibit 1, Vendor's Response to RFO DIR-
SDD-TMP-126, including all addenda; and Exhibit 2, RFO DIR-SDD-TMP-126,
including all addenda; are incorporated by reference and constitute the entire agreement
between DIR and Vendor. In the event of a conflict between the documents listed in this
paragraph, the controlling document shall be this Contract, then Appendix A, then
Appendix B, then Appendix C, then Appendix 0, then Exhibit 1, and finally Exhibit 2. In
the event and to the extent any provisions contained in multiple documents address the
same or substantially the same subject matter but do not actually conflict, the more recent
provisions shall be deemed to have superseded earlier provisions.
2. Term of Contract
The term of this Contract shall be one (l) year commencing on the last date of approval
by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend
the Contract, upon mutual agreement, for up to three (3) optional one-year terms.
Page 1 of 10
DIR Contract No. DIR-SDD-980
Vendor Contract No. _____ _
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Legistar by Daystar, Blue Ridge
Contract Assistance and Laserfiche Document/Records Management Software.
Vendor may incorporate changes to their product offering; however, any changes
must be within the scope of products awarded based on the posting described in
Section I.B above. Vendor may not add a manufacturer's product line which was not
included in the Vendor's response to the solicitation described in Section I.B above.
B. Services
Services available under this Contract are limited to installation, maintenance,
warranty, support services, product training, and Legistar by DayStar "Software as a
Service". Vendor may incorporate changes to their service offering; however, any
changes must be within the scope of services awarded based on the posting described
in Section 1.B above.
4. Pricing
A. Manufacturer's Suggested Retail Price (MSRP)
MSRP is defined as the product sales price suggested by the manufacturer or
publisher of a product.
B. Customer Discount
The minimum Customer discount for all products and services will be the percentage
off MSRP as specified below. Customer Discount includes the DIR administrative
Fee specified in Section 5.
Software Customer
Discount
Legistar by Daystar 3.00%
Blue Ridge Contract Assistance 3.00%
Laserfiche Document/Records Management 4.28%
Services Customer
Discount
Legistar by Daystar "Software as a Service" 3.00%
Services 3.00%
C. Customer Price
1) The price to the Customer shall be calculated as follows:
Customer Price = MSRP -Customer Discount
Page 2 of 10
DlR Contract No. DlR-SDD-980
Vendor Contract No. _____ _
2) Customers purchasing products and services under this Contract may negotiate
more advantageous pricing or participate in special promotional offers. In such event,
a copy of such better offerings shall be furnished to DIR upon request.
3) If pricing for products or services available under this Contract are provided at a
lower price to: (i) an eligible Customer who is not purchasing those products or
services under this Contract or (ii) any other entity or consortia authorized by Texas
law to sell said products and services to eligible Customers, then the available
Customer Price in this Contract shall be adjusted to that lower price. This Contract
shall be amended within ten (10) business days to reflect the lower price.
D. DIR Administrative Fee
The administrative fee specified in Section 5 below shall not be broken out as a
separate line item when pricing or invoice is provided to Customer.
E. Shipping and Handling Fees
The price to the Customer under this Contract shall include all shipping and handling
fees. Shipments will be Free On Board Customer's destination. No additional fees
shall be charged to the Customer for standard shipping and handling. If the Customer
requests expedited delivery, Customer will be responsible for any charges for
expedited delivery.
F. Tax-Exempt
As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt
from the assessment of State sales, use and excise taxes. Further, Customers under
this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections
4253(i) and 0).
G. Travel Expense Reimbursement
Pricing for services provided under this Contract are exclusive of any travel expenses
that may be incurred in the performance of those services. Travel expense
reimbursement may include personal vehicle mileage or commercial coach
transportation, hotel accommodations, parking and meals; provided, however, the
amount of reimbursement by Customers shall not exceed the amounts authorized by
the current State Travel Regulations. Travel time may not be included as part of the
amounts payable by Customer for any services rendered under this Contract. The DIR
administrative fee specified in Section 5 below is not applicable to travel expense
reimbursement. Anticipated travel expenses must be pre-approved in writing by
Customer.
H. Changes to Prices
Vendor may change the price of any product or service at any time, based upon
changes to the MSRP, but discount levels shall remain consistent with the discount
levels specified in this Contract. Price decreases shall take effect automatically during
the term ofthis Contract and shall be passed onto the Customer immediately.
Page 3 of 10
DIR Contract No. DIR-SDD-980
Vendor Contract No. _____ _
5. DIR Administrative Fee
A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of
all sales to Customers pursuant to this Contract is two percent (2%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for
sales totaling $100,000 shall be $2,000.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the
right to change this fee upwards or downwards during the term of this Contract, upon
written notice to Vendor. Any change in the administrative fee shall be incorporated in
the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.
If sent to the State:
Sherri Parks, Director
Contracting & Procurement Services
Department of Information Resources
300 West 15 th Street, Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Facsimile: (512) 475-4759
Email: sherri.parks@dir.state.tx.us
If sent to the Vendor:
Krysten Claiborne
MCCi, LLC
1700 Capital Circle SW
Tallahassee, FL 32310
Phone: (850) 576-3172 ext. 241
Facsimile: (850) 701-0715
Email: gJaii29.Jne@mccinnov~tions~om
7. Software License and Service Agreements
A. Software License Agreement
1) Customers acquiring software licenses under the Contract shall hold, use and
operate such software subject to compliance with the Daystar Software License
Agreement set forth in Appendix C of this Contract. No changes to the Daystar
Software License Agreement terms and conditions may be made unless previously
agreed to between Vendor and DIR. Customers may not add, delete or alter any of the
language in Appendix C. Order Fulfiller shall make the Daystar Software License
Agreement terms and conditions available to all Customers at all times.
Page 4 of 10
DlR Contract No. DlR-SDD-980
Vendor Contract No. _____ _
2) Compliance with the Daystar Software License Agreement is the responsibility of
the Customer. DIR shall not be responsible for any Customer's compliance with the
Daystar Software License Agreement. If DIR purchases software licenses for its own
use under this Contract, it shall be responsible for its compliance with the Daystar
Software License Agreement terms and conditions.
B. Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by
Vendor after the effective date of this Contract, and irrespective of whether any such
provisions have been proposed prior to or after the issuance of a Purchase Order for
products licensed under this Contract, or the fact that such other agreement may be
affixed to or accompany software upon delivery (shrink-wrap), the terms and
conditions set forth in this Contract shall supersede and govern the license terms
between Customers and Vendor. It is the Customer's responsibility to read the
Shrink/Click-wrap License agreement and determine if the Customer accepts
the license terms. If the Customer does not agree with the license terms,
Customer shall be responsible for negotiating with the reseller to obtain changes
in the Shrink/Click-wrap License Agreement language from the software
publisher.
C. Service Agreement
Services provided under this Contract shall be in accordance with the Daystar Service
Subscription Agreement as set forth in Appendix D of this Contract. No changes to
the Daystar Service Subscription Agreement terms and conditions may be made
unless previously agreed to by Vendor and DIR.
8. Intellectual Property Matters
A. Definitions
1." Work Product" means any and all deliverables produced by Vendor for Customer
under a Statement of Work issued pursuant to this Contract, including any and all
tangible or intangible items or things that have been or will be prepared, created,
developed, invented or conceived at any time following the effective date of the
Contract, including but not limited to any (i) works of authorship (such as manuals,
instructions, printed material, graphics, artwork, images, illustrations, photographs,
computer programs, computer software, scripts, object code, source code or other
programming code, HTML code, flow charts, notes, outlines, lists, compilations,
manuscripts, writings, pictorial materials, schematics, formulae, processes,
algorithms, data, information, multimedia files, text web pages or web sites, other
written or machine readable expression of such works fixed in any tangible media,
and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade
names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts,
personality rights, methods, processes, techniques, apparatuses, inventions, formulas,
discoveries, or improvements, including any patents, trade secrets and know-how, (iv)
domain names, (v) any copies, and similar or derivative works to any of the
Page 5 of 10
DIR Contract No. DIR-SDD-980
Vendor Contract No. _____ _
foregoing, (vi) all documentation and materials related to any of the foregoing, (vii)
all other goods, services or deliverables to be provided to Customer under the
Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of
the foregoing, and which are or were created, prepared, developed, invented or
conceived for the use or benefit of Customer in connection with this Contract or a
Statement of Work, or with funds appropriated by or for Customer or Customer's
benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer
personnel who then became personnel to Vendor or any of its affiliates or
subcontractors, where, although creation or reduction-to-practice is completed while
the person is affiliated with Vendor or its personnel, any portion of same was created,
invented or conceived by such person while affiliated with Customer.
2. "Intellectual Property Rights" means the worldwide legal rights or interests
evidenced by or embodied in: (i) any idea, design, concept, personality right, method,
process, technique, apparatus, invention, discovery, or improvement, including any
patents, trade secrets, and know-how; (ii) any work of authorship, including any
copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade
dress, trade name, or other indicia of source or origin; (iv) domain name registrations;
and (v) any other proprietary or similar rights. The Intellectual Property Rights of a
party include all worldwide legal rights or interests that the party may have acquired
by assignment or license with the right to grant sublicenses.
3. "Statement of Work" means a document signed by Customer and Vendor
describing a specific set of activities and/or deliverables, which may include Work
Product and Intellectual Property Rights, that Vendor is to provide Customer, issued
pursuant to the Contract.
4. "Third Party IP" means the Intellectual Property Rights of any third party not a
party to this Contract, and which is not directly or indirectly providing any goods or
services to Customer under this Contract.
5. "Vendor IP" shall mean all tangible or intangible items or things, including the
Intellectual Property Rights therein, created or developed by Vendor (a) prior to
providing any Services or Work Product to Customer and prior to receiving any
documents, materials, information or funding from or on behalf of Customer relating
to the Services or W ark Product, or (b) after the Effective Date of the Contract if such
tangible or intangible items or things were independently developed by Vendor
outside Vendor's provision of Services or Work Product for Customer hereunder and
were not created, prepared, developed, invented or conceived by any Customer
personnel who then became personnel to Vendor or any of its affiliates or
subcontractors, where, although creation or reduction-to-practice is completed while
the person is affiliated with Vendor or its personnel, any portion of same was created,
invented or conceived by such person while affiliated with Customer.
Page 6 of 10
DIR Contract No. DIR-SDD-980
Vendor Contract No. _____ _
B. Ownership.
As between Vendor and Customer, the Work Product and Intellectual Property Rights
therein are and shall be owned exclusively by Customer, and not Vendor. Vendor
specifically agrees that the Work Product shall be considered "works made for hire" and
that the Work Product shall, upon creation, be owned exclusively by Customer. To the
extent that the Work Product, under applicable law, may not be considered works made
for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys,
assigns, and relinquishes exclusively to Customer all right, title and interest in and to all
ownership rights in the Work Product, and all Intellectual Property Rights in the Work
Product, without the necessity of any further consideration, and Customer shall be
entitled to obtain and hold in its own name all Intellectual Property Rights in and to the
Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to
be a joint author of the Work Product within the meaning of the Copyright Act of 1976.
Customer shall have access, during normal business hours and upon reasonable prior
notice to Vendor, to all Vendor materials, premises and computer files containing the
Work Product. Vendor and Customer, as appropriate, will cooperate with one another
and execute such other documents as may be reasonably appropriate to achieve the
objectives herein. No license or other right is granted hereunder to any Third Party IP,
except as may be incorporated in the Work Product by Vendor.
C. Further Actions.
Vendor, upon request and without further consideration, shall perform any acts that may
be deemed reasonably necessary or desirable by Customer to evidence more fully the
transfer of ownership and/or registration of all Intellectual Property Rights in all Work
Product to Customer to the fullest extent possible, including but not limited to the
execution, acknowledgement and delivery of such further documents in a form
determined by Customer. In the event Customer shall be unable to obtain Vendor's
signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to
Customer's repeated requests for such signature on any document reasonably necessary
for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates
and appoints Customer and its duly authorized officers and agents as Vendor's agent and
Vendor's attorney-in-fact to act for and in Vendor's behalf and stead to execute and file
any such document and to do all other lawfully permitted acts to further any such purpose
with the same force and effect as if executed and delivered by Vendor, provided however
that no such grant of right to Customer is applicable if Vendor fails to execute any
document due to a good faith dispute by Vendor with respect to such document. It is
understood that such power is coupled with an interest and is therefore irrevocable.
Customer shall have the full and sole power to prosecute such applications and to take all
other action concerning the Work Product, and Vendor shall cooperate, at Customer's
sole expense, in the preparation and prosecution of all such applications and in any legal
actions and proceedings concerning the Work Product.
D. Waiver of Moral Rights.
Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral
Rights in or to the Work Product which Vendor may now have or which may accrue to
Vendor's benefit under U.S. or foreign copyright or other laws and any and all other
Page 7 of 10
DlR Contract No. DlR-SDD-980
Vendor Contract No. _____ _
residual rights and benefits which arise under any other applicable law now in force or
hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its
assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any
and all rights of paternity or integrity of the Work Product and the right to object to any
modification, translation or use of the Work Product, and any similar rights existing
under the judicial or statutory law of any country in the world or under any treaty,
regardless of whether or not such right is denominated or referred to as a moral right.
E. Confidentiality.
All documents, information and materials forwarded to Vendor by Customer for use in
and preparation of the Work Product, shall be deemed the confidential information of
Customer, and subject to the license granted by Customer to Vendor under sub-paragraph
h hereunder, Vendor shall not use, disclose, or permit any person to use or obtain the
Work Product, or any portion thereof, in any manner without the prior written approval of
Customer.
F. Injunctive Relief.
The Contract is intended to protect Customer's proprietary rights pertaining to the Work
Product, and the Intellectual Property Rights therein, and any misuse of such rights would
cause substantial and irreparable harm to Customer's business. Therefore, Vendor
acknowledges and stipulates that a court of competent jurisdiction may immediately
enjoin any material breach of the intellectual property, use, and confidentiality provisions
of this Contract, upon a request by Customer, without requiring proof of irreparable
injury as same should be presumed.
G. Return of Materials Pertaining to Work Product
Upon the request of Customer, but in any event upon termination or expiration of this
Contract or a Statement of Work, Vendor shall surrender to Customer all documents and
things pertaining to the Work Product, including but not limited to drafts, memoranda,
notes, records, drawings, manuals, computer software, reports, data, and all other
documents or materials (and copies of same) generated or developed by Vendor or
furnished by Customer to Vendor, including all materials embodying the Work Product,
any Customer confidential information, or Intellectual Property Rights in such Work
Product, regardless of whether complete or incomplete. This section is intended to apply
to all Work Product as well as to all documents and things furnished to Vendor by
Customer or by anyone else that pertains to the Work Product.
H. Vendor License to Use.
Customer hereby grants to Vendor a non-transferable, non-exclusive, royalty-free, fully
paid-up license to use any Work Product solely as necessary to provide the Services to
Customer. Except as provided in this Section, neither Vendor nor any Subcontractor
shall have the right to use the Work Product in connection with the provision of services
to its other customers without the prior written consent of Customer, which consent may
be withheld in Customer's sole discretion.
Page 8 of 10
DIR Contract No. DIR-SDD-980
Vendor Contract No. _____ _
I. Third-Party Underlying and Derivative Works.
To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work
Product, or are necessary to provide the Services, Vendor hereby grants to the Customer,
or shall obtain from the applicable third party for Customer's benefit, the irrevocable,
perpetual, non-exclusive, worldwide, royalty-free right and license, for Customer's
internal business purposes only, to (i) use, execute, reproduce, display, perform,
distribute copies of, and prepare derivative works based upon such Vendor IP or Third
Party IP and any derivative works thereof embodied in or delivered to Customer in
conjunction with the Work Product, and (ii) authorize others to do any or all of the
foregoing. Vendor agrees to notify Customer on delivery of the Work Product or
Services if such materials include any Third Party IP. On request, Vendor shall provide
Customer with documentation indicating a third party's written approval for Vendor to
use any Third Party IP that may be embodied or reflected in the Work Product.
J. Agreement with Subcontracts.
Vendor agrees that it shall have written agreement(s) that are consistent with the
provisions hereof related to Work Product and Intellectual Property Rights with any
employees, agents, consultants, contractors or subcontractors providing Services or Work
Product pursuant to the Contract, prior to their providing such Services or Work Product,
and that it shall maintain such written agreements at all times during performance of this
Contract, which are sufficient to support all performance and grants of rights by Vendor.
Copies of such agreements shall be provided to the Customer promptly upon request.
K. License to Customer.
Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the
Customer's internal business purposes, to use, copy, modify, display, perform (by any
means), transmit and prepare derivative works of any Vendor IP embodied in or delivered
to Customer in conjunction with the Work Product. The foregoing license includes the
right to sublicense third parties, solely for the purpose of engaging such third parties to
assist or carryout Customer's internal business use of the Work Product. Except for the
preceding license, all rights in Vendor IP remain in Vendor.
L. Vendor Development Rights.
To the extent not inconsistent with Customer's rights in the Work Product or as set forth
herein, nothing in this Contract shall preclude Vendor from developing for itself, or for
others, materials which are competitive with those produced as a result of the Services
provided hereunder, provided that no Work Product is utilized, and no Intellectual
Property Rights of Customer therein are infringed by such competitive materials. To the
extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain
Intellectual Property Rights of Customer therein in order to offer competitive goods or
services to third parties, Vendor and Customer agree to negotiate in good faith regarding
an appropriate license and royalty agreement to allow for such.
Page 9 of 10
DIR Contract No. DIR-SDD-980
Vendor Contract No. _____ _
9. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product
and Related Services Contracts.
No exceptions.
This Contract is executed to be effective as of the date oflast signature.
MCCi,LLC
Authorized By: Signature on File
Name: Donny Barstow
Title: President
Date: 05/05/09
The State of Texas, acting by and through the
Department of Information Resources
Authorized By: Signature on File
Name: Cindy Reed
Title: Deputy Executive Director
Operations & Statewide Technology Sourcing
Date: 05114109
Legal: Signature on File 05/14/09
Page 10 of 10
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
Table of Contents
1. Contract Scope ....................................................................................................................... 1
2. No Quantity Guarantees ......................................................................................................... 1
3. Definitions .............................................................................................................................. 1
4. General Provisions ................................................................................................................. 2
A. Entire Agreement .......................................................................................................... 2
B. Modification of Contract Terms and/or Amendments .................................................. 2
C. Invalid Term or Condition ............................................................................................ 2
D. Assignment ................................................................................................................... 3
E. Survival ......................................................................................................................... 3
F. Choice of Law ............................................................................................................... 3
G. Limitation of Authority ................................................................................................. 3
5. Product Terms and Conditions .............................................................................................. 3
A. Electronic and Information Resources Accessibility Standards, As Required
by 1 TAC Chapter 213 (Applicable to State Agency and Institution of
Higher Education Purchases Only) ............................................................................... 3
B. Purchase of Commodity Items (Applicable to State Agency Purchases
Only) ............................................................................................................................. 4
6. Contract Fulfillment and Promotion ...................................................................................... 4
A. Service, Sales and Support of the Contract.. ................................................................. 4
B. Use of Order Fulfillers .................................................................................................. 4
1) Designation of Order Fulfillers ............................................................................... 4
2) Changes in Order Fulfiller List ............................................................................... 5
3) Order Fulfiller Pricing to Customer ........................................................................ 5
C. Product Warranty and Return Policies .......................................................................... 5
D. Customer Site Preparation ............................................................................................ 5
E. Internet Access to Contract and Pricing Information ................................................... 5
1 ) Vendor Website ...................................................................................................... 5
2) Accurate and Timely Contract Information ............................................................ 6
3) Website Compliance Checks .................................................................................. 6
4) Website Changes ..................................................................................................... 6
5) Use of Access Data Prohibited ............................................................................... 6
6) Responsibility for Content ...................................................................................... 6
F. DIR Logo ...................................................................................................................... 6
G. Vendor and Order Fulfiller Logo .................................................................................. 7
H. Trade Show Participation .............................................................................................. 7
I. Orientation Meeting ...................................................................................................... 7
J. Performance Review Meetings ..................................................................................... 7
K. DIR Cost Avoidance ..................................................................................................... 7
12115/08
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
7. Purchase Orders, Invoices, and Payments ............................................................................. 8
A. Purchase Orders ............................................................................................................ 8
B. Invoices ......................................................................................................................... 8
C. Payments ....................................................................................................................... 8
8. Contract Administration ......................................................................................................... 8
A. Contract Administrators ................................................................................................ 8
1) State Contract Administrator .................................................................................. 8
2) Vendor Contract Administrator .............................................................................. 8
B. Reporting and Administrative Fees .............................................................................. 9
1) Reporting Responsibility ........................................................................................ 9
2) Detailed Monthly Report ........................................................................................ 9
3) Historically Underutilized Businesses Subcontract Reports ................................... 9
4) DIR Administrative Fee .......................................................................................... 9
5) Accurate and Timely Submission of Reports ......................................................... 9
C. Records and Audit. ...................................................................................................... 10
D. Contract Administration Notification ......................................................................... 11
9. Vendor Responsibilities ....................................................................................................... 11
A. Indemnification ........................................................................................................... 11
B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE ........................ 12
C. Vendor Certifications .................................................................................................. 13
D. Ability to Conduct Business in Texas ......................................................................... 14
E. Equal Opportunity Compliance .................................................................................. 14
F. Use of Subcontractors ................................................................................................. 14
G. Responsibility for Actions .......................................................................................... 14
H. Confidentiality ............................................................................................................ 14
I. Security of Premises, Equipment, Data and PersonneL ............................................. 15
J. Background and/or Criminal History Investigation .................................................... 15
K. Limitation of Liability ................................................................................................. 15
L. Overcharges ................................................................................................................ 15
M. Prohibited Conduct ..................................................................................................... 15
N. Required Insurance Coverage ..................................................................................... 16
O. Use of State Property .................................................................................................. 17
P. Immigration ................................................................................................................. 17
10. Contract Enforcement .......................................................................................................... 17
A. Enforcement of Contract and Dispute Resolution ...................................................... 17
B. Termination ................................................................................................................. 17
1) Termination for Non-Appropriation ..................................................................... 17
2) Absolute Right ...................................................................................................... 18
3) Termination for Convenience ............................................................................... 18
4) Termination for Cause .......................................................................................... 18
a) Contract ........................................................................................................... 18
b) Purchase Order ................................................................................................ 18
12/15/08 ii
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
5) Customer Rights Under Termination .................................................................... 18
6) Vendor or Order Fulfiller Rights Under Termination ........................................... 19
C. Force Majeure ............................................................................................................. 19
11. Notification .......................................................................................................................... 19
A. Notices ........................................................................................................................ 19
B. Handling of Written Complaints ................................................................................. 19
12. Captions ............................................................................................................................... 19
12115/08 iii
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
The following terms and conditions shall govern the conduct ofDIR and Vendor during the term
of the Contract.
1. Contract Scope
The Vendor shall provide the products and related services specified in Section 3 of the
Contract for purchase by Customers. In addition, DIR and Vendor may agree to
provisions that allow Vendor and/or Order Fulfiller to lease the products offered under
the Contract. Terms used in this document shall have the meanings set forth below in
Section 3.
2. No Quantity Guarantees
The Contract is not exclusive to the Vendor. Customers may obtain products and related
services from other sources during the term of the Contract. DIR makes no express or
implied warranties whatsoever that any particular quantity or dollar amount of products
and related services will be procured through the Contract.
3. Definitions
A. Customer -any Texas state agency, unit of local government, institution of higher
education as defined in Section 2054.003, Texas Government Code, and those state
agencies purchasing from a DIR contract through an Interagency Agreement, as
authorized by Chapter 771, Texas Government Code, any local government as
authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government
Code, and the state agencies and political subdivisions of other states as authorized by
Section 2054.0565, Texas Government Code and, except for telecommunications
services under Chapter 2170, Texas Government Code, assistance organizations as
defined in Section 2175.001, Texas Government Code to mean:
12/15108
1) A non-profit organization that provides educational, health or human
services or assistance to homeless individuals;
2) A nonprofit food bank that solicits, warehouses, and redistributes edible
but unmarketable food to an agency that feeds needy families and
individuals;
3) Texas Partners of the Americas, a registered agency with the Advisory
Committee on Voluntary Foreign Aid, with the approval of the Partners
ofthe Alliance Office of the Agency for International Development;
4) A group, including a faith-based group, that enters into a financial or
non-financial agreement with a health or human services agency to
provide services to that agency's clients;
5) A local workforce development board created under Section 2308.253;
6) A nonprofit organization approved by the Supreme Court of Texas that
provides free legal services for low-income households in civil matters;
7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity
designated by the commissioner of agriculture as the foundation's
successor entity under Section 74.1011, Texas Agriculture Code;
8) A nonprofit computer bank that solicits, stores, refurbishes and
redistributes used computer equipment to public school students and
their families; and
9) A nonprofit organization that provides affordable housing.
Page 1 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
B. Contract -the document executed between DIR and Vendor into which this
Appendix A is incorporated.
C. CPA -refers to the Texas Comptroller of Public Accounts
D. Day -shall mean business days, Monday through Friday, except for State and Federal
holidays. If the Contract calls for performance on a day that is not a business day,
then performance is intended to occur on the next business day.
E. Order Fulfiller -the party, either Vendor or a party that may be designated by
Vendor, who is fulfilling a Purchase Order pursuant to the Contract.
F. Purchase Order -the Customer's fiscal form or format, which is used when making
a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic
Purchase Order, or other authorized instrument).
G. State -refers to the State of Texas.
4. General Provisions
A. Entire Agreement
The Contract, Appendices, and Exhibits constitute the entire agreement between DIR
and the Vendor. No statement, promise, condition, understanding, inducement or
representation, oral or written, expressed or implied, which is not contained in the
Contract, Appendices, or its Exhibits shall be binding or valid.
B. Modification of Contract Terms and/or Amendments
1) The terms and conditions of the Contract shall govern all transactions by
Customers under the Contract. The Contract may only be modified or amended upon
mutual written agreement of DIR and Vendor.
2) Customers shall not have the authority to modify the terms of the Contract;
however, additional Customer terms and conditions that do not conflict with the
Contract and are acceptable to Order Fulfiller may be added in a Purchase Order and
given effect. No additional term or condition added in a Purchase Order issued by a
Customer can weaken a term or condition of the Contract. Pre-printed terms and
conditions on any Purchase Order issued by Customer hereunder will have no force
and effect. In the event of a conflict between a Customer's Purchase Order and the
Contract, the Contract term shall control.
C. Invalid Term or Condition
12115/08
1) To the extent any term or condition in the Contract conflicts with the applicable
Texas and/or United States law or regulation, such Contract term or condition is void
and unenforceable. By executing a contract which contains the conflicting term or
condition, DIR makes no representations or warranties regarding the enforceability of
such term or condition and DIR does not waive the applicable Texas and/or United
States law or regulation which conflicts with the Contract term or condition.
2) If one or more term or condition in the Contract, or the application of any term or
condition to any party or circumstance, is held invalid, unenforceable, or illegal in
any respect by a final judgment or order of the State Office of Administrative
Hearings or a court of competent jurisdiction, the remainder of the Contract and the
application of the term or condition to other parties or circumstances shall remain
Page 2 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
valid and in full force and effect.
D. Assignment
DIR or Vendor may assign the Contract without prior written approval to: i) a successor
in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a
subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory
requirement imposed upon a party by a governing body with the appropriate authority.
Assignment of the Contract under the above terms shall require written notification by
the assigning party. Any other assignment by a party shall require the written consent of
the other party. Each party agrees to cooperate to amend the Contract as necessary to
maintain an accurate record of the contracting parties.
E. Survival
All applicable software license agreements, warranties or service agreements that were
entered into between Vendor and a Customer under the terms and conditions of the
Contract shall survive the expiration or termination of the Contract. All Purchase Orders
issued and accepted by Order Fulfiller shall survive expiration or termination of the
Contract.
F. Choice of Law
The laws of the State of Texas shall govern the construction and interpretation of the
Contract. Nothing in the Contract or its Appendices shall be construed to waive the
State's sovereign immunity.
G. Limitation of Authority
Vendor shall have no authority to act for or on behalf of the Texas Department of
Information Resources or the State of Texas except as expressly provided for in this
Contract; no other authority, power or use is granted or implied. Contractor may not incur
any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas
or Texas Department of Information Resources.
5. Product Terms and Conditions
A. Electronic and Information Resources Accessibility Standards, As Required by 1
TAC Chapter 213 (Applicable to State Agency and Institution of Higher
Education Purchases Only)
12115/08
1) Effective September 1, 2006 state agencies and institutions of higher education
shall procure products which comply with the State of Texas Accessibility
requirements for Electronic and Information Resources specified in 1 T AC Chapter
213 when such products are available in the commercial marketplace or when such
products are developed in response to a procurement solicitation.
2) Vendor shall provide DIR with the URL to its Voluntary Product Accessibility
Template (VPAT) for reviewing compliance with the State of Texas Accessibility
requirements (based on the federal standards established under Section 508 of the
Rehabilitation Act), or indicate that the product/service accessibility information is
available from the General Services Administration "Buy Accessible Wizard"
(bJ.tJ:2;[/ww'YJ?J!y'ac~~.§1QJe.K.ov). Vendors not listed with the "Buy Accessible
Page 3 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
Wizard" or supplying a URL to their VPAT must provide DIR with a report that
addresses the same accessibility criteria in substantively the same format. Additional
information regarding the "Buy Accessible Wizard" or obtaining a copy of the VPA T
is located at httpJL~~}\[,_~e~tiQ!150~'yL.
B. Purchase of Commodity Items (Applicable to State Agency Purchases Only)
1) Texas Government Code, §2157.068 requires State agencies to buy commodity
items, as defined in 5.B.2 below, in accordance with contracts developed by DIR,
unless the agency obtains an exemption from DIR.
2) Commodity items are commercially available software, hardware and technology
services that are generally available to businesses or the public and for which DIR
determines that a reasonable demand exists in two or more state agencies. Hardware
is the physical technology used to process, manage, store, transmit, receive or deliver
information. Software is the commercially available programs that operate hardware
and includes all supporting documentation, media on which the software may be
contained or stored, related materials, modifications, versions, upgrades,
enhancements, updates or replacements. Technology services are the services,
functions and activities that facilitate the design, implementation, creation, or use of
software or hardware. Technology services include seat management, staffing
augmentation, training, maintenance and subscription services. Technology services
do not include telecommunications services. Seat management is services through
which a state agency transfers its responsibilities to a vendor to manage its personal
computing needs, including all necessary hardware, software and technology services.
3) Vendor agrees to coordinate all State agency commodity item sales through
existing DIR contracts. Institutions of higher education are exempt from this
Subsection 5.B.
6. Contract Fulfillment and Promotion
A. Service, Sales and Support of the Contract
Vendor shall provide service, sales and support resources to serve all Customers
throughout the State. It is the responsibility of the Vendor to sell, market, and promote
products and services available under the Contract. Vendor shall use its best efforts to
ensure that potential Customers are made aware of the existence of the Contract. All sales
to Customers for products and services available under the Contract shall be processed
through the Contract.
B. Use of Order Fulfillers
DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service,
sales and support resources to Customers. Such participation is subject to the following
conditions:
12/15/08
1) Designation of Order Fulfillers
a) Vendor may designate Order Fulfillers to act as the distributors for products
and services available under the Contract. In designating Order Fulfillers, Vendor
must be in compliance with the State's Policy on Utilization of Historically
Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor
Page 4 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
shall provide DIR with the following Order Fulfiller information: Order Fulfiller
name, Order Fulfiller business address, Order Fulfiller CPA Identification
Number, Order Fulfiller contact person email address and phone number.
b) DIR reserves the right to require the Vendor to rescind any such Order
Fulfiller participation or request that Vendor name additional Order Fulfillers
should DIR determine it is in the best interest of the State.
c) Vendor shall be fully liable for its Order Fulfillers' performance under and
compliance with the terms and conditions of the Contract. Vendor shall enter into
contracts with Order Fulfillers and use terms and conditions that are consistent
with the terms and conditions of the Contract.
d) Vendor shall have the right to qualify Order Fulfillers and their participation
under the Contract provided that: i) any criteria is uniformly applied to all
potential Order Fulfillers based upon Vendor's established, neutrally applied
criteria, ii) the criteria is not based on a particular procurement, and iii) all
Customers are supported under the different criteria.
e) Vendor shall not prohibit Order Fulfiller from participating in other
procurement opportunities offered through DIR.
2) Changes in Order Fulfiller List
Vendor may add or delete Order Fulfillers throughout the term of the Contract upon
written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor
must make a good faith effort in the revision of its Subcontracting Plan in accordance
with the State's Policy on Utilization of Historically Underutilized Businesses.
Vendor shall provide DIR with its updated Subcontracting Plan and the Order
Fulfiller information listed in Section 6.B.l.a above.
3) Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall comply with the Customer price as
stated within Section 4 of the Contract. This pricing shall only be offered by Order
Fulfillers to Customers for sales that pass through the Contract.
C. Product Warranty and Return Policies
Order Fulfiller will adhere to the Vendor's then-currently published policies concerning
product warranties and returns. Product warranty and return policies for Customers will
not be more restrictive or more costly than warranty and return policies for other
similarly situated Customers for like products.
D. Customer Site Preparation
Customers shall prepare and maintain its site in accordance with written instructions
furnished by Order Fulfiller prior to the scheduled delivery date of any product or service
and shall bear the costs associated with the site preparation.
E. Internet Access to Contract and Pricing Information
1) Vendor Website
12/15/08
Within thirty days of the effective date of the Contract, Vendor will establish and
maintain a website specific to the product and service offerings under the Contract
Page 5 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
which is clearly distinguishable from other, non-DIR Contract offerings at Vendor's
website. The website must include: the product and services offered, product and
service specifications, Contract pricing, designated Order Fulfillers, contact
information for Vendor and designated Order Fulfillers, instructions for obtaining
quotes and placing Purchase Orders, and warranty and return policies. The Vendor's
website shall list the DIR Contract number, reference the DIR Go DIRect program,
display the DIR logo in accordance with the requirements in paragraph F of this
Section, and contain a link to the DIR website for the Contract.
2) Accurate and Timely Contract Information
Vendor warrants and represents that the website information specified in the above
paragraph will be accurately and completely posted, maintained and displayed in an
objective and timely manner. Vendor, at its own expense, shall correct any non-
conforming or inaccurate information posted at Vendor's website within ten (10)
business days after written notification by DIR.
3) Website Compliance Checks
Periodic compliance checks of the information posted for the Contract on Vendor's
website will be conducted by DIR. Upon request by DIR, Vendor shall provide
verifiable documentation that pricing listed upon this website is uniform with the
pricing as stated in Section 4 of the Contract.
4) Website Changes
Vendor hereby consents to a link from the DIR website to Vendor's website in order
to facilitate access to Contract information. The establishment of the link is provided
solely for convenience in carrying out the business operations of the State. DIR
reserves the right to terminate or remove a link at any time, in its sole discretion,
without advance notice, or to deny a future request for a link. DIR will provide
Vendor with subsequent notice of link termination or removal. Vendor shall provide
DIR with timely written notice of any change in URL or other information needed to
access the site and/or maintain the link.
5) Use of Access Data Prohibited
If Vendor stores, collects or maintains data electronically as a condition of accessing
Contract information, such data shall only be used internally by Vendor for the
purpose of implementing or marketing the Contract, and shall not be disseminated to
third parties or used for other marketing purposes. The Contract constitutes a public
document under the laws of the State and Vendor shall not restrict access to Contract
terms and conditions including pricing, i.e., through use of restrictive technology or
passwords.
6) Responsibility for Content
Vendor is solely responsible for administration, content, intellectual property rights,
and all materials at Vendor's website. DIR reserves the right to require a change of
listed content if, in the opinion ofDIR, it does not adequately represent the Contract.
F. DIRLogo
Order Fulfiller may use the DIR logo in the promotion of the Contract to Customers with
the following stipulations: (i) the logo may not be modified in any way, (ii) when
12115/08 Page 6 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
displayed, the size of the OIR logo must be equal to or smaller than the Order Fulfiller
logo, (iii) the OIR logo is only used to communicate the availability of products and
services under the Contract to Customers, and (iv) any other use of the OIR logo requires
prior written permission from OIR.
G. Vendor and Order Fulfiller Logo
OIR may use the Vendor's and Order Fulfiller's name and logo in the promotion of the
Contract to communicate the availability of products and services under the Contract to
Customers. Use of the logos may be on the OIR website or on printed materials. Any
use of Vendor's and Order Fulfiller's logo by OIR must comply with and be solely
related to the purposes of the Contract and any usage guidelines communicated to OIR
from time to time. Nothing contained in the Contract will give OIR any right, title, or
interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated
therewith, except for the limited usage rights expressly provided by Vendor and Order
Fulfiller.
H. Trade Show Participation
At OIR's discretion, Vendor and Order Fulfillers may be required to participate in one or
more OIR sponsored trade shows each calendar year. Vendor understands and agrees that
participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned
booth display or similar presence. OIR will provide four months advance notice of any
required participation. Vendor and Order Fulfillers must display the OIR logo at all trade
shows that potential Customers will attend. OIR reserves the right to approve or
disapprove of the location or the use of the OIR logo in or on the Vendor's or Order
Fulfiller's booth.
I. Orientation Meeting
Upon thirty (30) calendar days from execution of the Contract, Vendor and Order
Fulfillers will be required to attend an orientation meeting to discuss the content and
procedures of the Contract. The meeting will be held within the Austin, Texas area at a
date and time mutually acceptable to OIR and the Vendor. OIR shall bear no cost for the
time and travel of the Vendor or Order Fulfillers for attendance at the meeting.
J. Performance Review Meetings
OIR will require the Vendor to attend periodic meetings to review the Vendor's
performance under the Contract. The meetings will be held within the Austin, Texas area
at a date and time mutually acceptable to OIR and the Vendor. OIR shall bear no cost for
the time and travel of the Vendor for attendance at the meeting.
K DIR Cost Avoidance
As part of the performance measures reported to state leadership, OIR must provide the
cost avoidance the State has achieved through the Contract. Upon request by OIR,
Vendor shall provide OIR with a detailed report of a representative sample of products
sold under the Contract. The report shall contain: product part number, product
description, list price, price to Customer under the Contract, and pricing from three (3)
alternative sources under which OIR customers can procure the products.
12115108 Page 7 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
7. Purchase Orders, Invoices, and Payments
A. Purchase Orders
All Customer Purchase Orders will be placed directly with the Order Fulfiller. Accurate
Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by
Order Fulfiller.
B. Invoices
1) Invoices shall be submitted by the Order Fulfiller directly to the Customer and
shall be issued in compliance with Chapter 2251, Texas Government Code. All
payments for products and/or services purchased under the Contract and any
provision of acceptance of such products and/or services shall be made by the
Customer to the Order Fulfiller.
2) Invoices must be timely and accurate. Each invoice must match Customer's
Purchase Order and include any written changes that may apply, as it relates to
products, prices and quantities. Invoices must include the Customer's Purchase Order
number or other pertinent information for verification of receipt of the product or
services by the Customer.
C. Payments
Customers shall comply with Chapter 2251, Texas Government Code, in making
payments to Order Fulfiller. Payment under the Contract shall not foreclose the right to
recover wrongful payments.
8. Contract Administration
A. Contract Administrators
DIR and the Vendor will each provide a Contract Administrator to support the Contract.
Information regarding the Contract Administrators will be posted on the Internet website
designated for the Contract.
12/15/08
1) State Contract Administrator
DIR shall provide a Contract Administrator whose duties shall include but not be
limited to: i) supporting the marketing and management of the Contract, ii) advising
DIR of Vendor's performance under the terms and conditions of the Contract, and iii)
periodic verification of product pricing and monthly reports submitted by Vendor.
2) Vendor Contract Administrator
Vendor shall provide a dedicated Contract Administrator whose duties shall include
but not be limited to: i) supporting the marketing and management of the Contract, ii)
facilitating dispute resolution between a Order Fulfiller and a Customer, and iii)
advising DIR of Order Fulfillers performance under the terms and conditions of the
Contract. DIR reserves the right to require a change in Vendor's then-current
Contract Administrator if the assigned Contract Administrator is not, in the opinion of
DIR, adequately serving the needs ofthe State.
Page 8 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
B. Reporting and Administrative Fees
12/15/08
1) Reporting Responsibility
a) Vendor shall be responsible for reporting all products and services purchased
through Order Fulfillers under the Contract. Vendor shall file the monthly reports,
subcontract reports, and pay the administrative fees in accordance with the due
dates specified in this section.
b) DIR shall have the right to verify required reports and to take any actions
necessary to enforce its rights under this section, including but not limited to,
compliance checks of Vendor's applicable Contract books at DIR's expense.
2) Detailed Monthly Report
Vendor shall electronically provide DIR with a detailed monthly report in the format
required by DIR showing the dollar volume of any and all sales under the Contract
for the previous month period. Reports shall be submitted to the DIR Go DIRect
E-Mail BoxatGoDirect.Sales@gir.state.Jx.us. Reports are due on the fifteenth (15 th)
calendar day after the close of the previous month period. It is the responsibility of
Vendor to collect and compile all sales under the Contract from participating Order
Fulfillers and submit one (1) monthly report. The monthly report shall include, per
transaction: the detailed sales for the period, the Order Fulfiller's company name, if
applicable, Customer name, invoice date, invoice number, description, part number,
manufacturer, quantity, unit price, extended price, Customer Purchase Order number,
contact name, Customer's complete billing address, and other information as required
by DIR. Each report must contain all information listed above per transaction or the
report will be rejected and returned to the Vendor for correction in accordance with
this section.
3) Historically Underutilized Businesses Subcontract Reports
a) Vendor shall electronically provide each Customer with their relevant
Historically Underutilized Business Subcontracting Report, pursuant to the
Contract, as required by Chapter 2161, Texas Government Code. Reports shall
also be submitted to DIR.
b) Reports shall be due in accordance with the CPA rules.
4) DIR Administrative Fee
a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs
of negotiating, executing, and administering the Contract. The administrative fee
is specified in Section 5 of the Contract. Payment of the administrative fee shall
be due on the fifteenth (15 th) calendar day after the close of the previous month
period.
b) Vendor shall reference the DIR Contract number on any remittance
instruments.
5) Accurate and Timely Submission of Reports
a) The reports and administrative fees shall be accurate and timely and submitted
in accordance with the due dates specified in this section. Vendor shall correct
any inaccurate reports or administrative fee payments within three (3) business
days upon written notification by DIR. Vendor shall deliver any late reports or
Page 9 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
late administrative fee payments within three (3) business days upon written
notification by DIR. If Vendor is unable to correct inaccurate reports or
administrative fee payments or deliver late reports and fee payments within three
(3) business days, Vendor must contact DIR and provide a corrective plan of
action, including the timeline for completion of correction. The corrective plan of
action shall be subject to DIR approval.
b) Should Vendor fail to correct inaccurate reports or cure the delay in timely
delivery of reports and payments within the corrective plan of action timeline,
DIR reserves the right to require an independent third party audit of the Vendor's
records as specified in C.3 of this Section, at DIR's expense.
C. Records and Audit
12115/08
1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as
acceptance of the authority of the State Auditor's Office, or any successor agency, to
conduct an audit or investigation in connection with those funds. Vendor further
agrees to cooperate fully with the State Auditor's Office or its successor in the
conduct of the audit or investigation, including providing all records requested.
Vendor will ensure that this clause concerning the authority to audit funds received
indirectly by subcontractors through Vendor or directly by Order Fulfillers and the
requirement to cooperate is included in any subcontract or Order Fulfiller contract it
awards pertaining to the Contract. Under the direction of the Legislative Audit
Committee, a Vendor that is the subject of an audit or investigation by the State
Auditor's Office must provide the State Auditor's Office with access to any
information the State Auditor's Office considers relevant to the investigation or audit.
2) Vendor and Order Fulfillers shall maintain adequate records to establish
compliance with the Contract until the later of a period of four (4) years after
termination of the Contract or until full, final and unappealable resolution of all
Compliance Check or litigation issues that arise under the Contract. Such records
shall include per transaction: the Order Fulfiller's company name if applicable,
Customer name, invoice date, invoice number, description, part number,
manufacturer, quantity, unit price, extended price, Customer Purchase Order number,
contact name, Customer's complete billing address, the calculations supporting each
administrative fee owed DIR under the Contract, Historically Underutilized
Businesses Subcontracting reports, and such other documentation as DIR may
request.
3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic
records, books, documents, accounting procedures, practices and any other items
relevant to the performance of the Contract to DIR, including the compliance checks
designated by DIR, the State Auditor's Office and of the United States, and such
other persons or entities designated by DIR for the purposes of inspecting,
Compliance Checking and/or copying such books and records. Vendor and/or Order
Fulfillers shall provide copies and printouts requested by DIR without charge. DIR
shall provide Vendor and/or Order Fulfillers ten (10) business days' notice prior to
inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's
records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall
Page 10 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
4) For procuring State Agencies whose payments are processed by the Texas
Comptroller of Public Accounts, the volume of payments made to Order Fulfillers
through the Texas Comptroller of Public Accounts and the administrative fee based
thereon shall be presumed correct unless Vendor can demonstrate to DIR's
satisfaction that Vendor's calculation ofDIR's administrative fee is correct.
D. Contract Administration Notification
1) Upon execution of the Contract, Vendor shall provide DIR with written
notification of the following: i) Vendor Contract Administrator name and contact
information, ii) Vendor sales representative name and contact information, and iii)
name and contact information of Vendor personnel responsible for submitting reports
and payment of administrative fees specified herein.
2) Upon execution of the Contract, DIR shall provide Vendor with written
notification of the following: i) DIR Contract Administrator name and contact
information, and ii) DIR Go DIRect E-Mail Box information.
9. Vendor Responsibilities
A. Indemnification
12/15/08
1) Acts or Omissions
Vendor shall indemnify and hold harmless the State of Texas and Customers,
AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM AND AGAINST
ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND
ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or
resulting from any acts or omissions of the Vendor or its agents, employees,
subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or
performance of the Contract and any Purchase Orders issued under the Contract
REGARDLESS OF THE NEGLIGENCE OF THE CUSTOMER, THE STATE OF
TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES. VENDOR SHALL PAY
ALL COSTS OF DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE
SHALL BE COORD INA TED BY THE OFFICE OF THE ATTORNEY GENERAL
FOR TEXAS STATE AGENCIES AND BY CUSTOMER'S LEGAL COUNSEL
FOR NON-STATE AGENCY CUSTOMERS.
2) Infringements
a) Vendor shall indemnify and hold harmless the State of Texas and Customers,
AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES, from any and all third
party claims involving infringement of United States patents, copyrights, trade and
Page 11 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
service marks, and any other intellectual or intangible property rights in connection
with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS
CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR
SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING
A TTORNEYS' FEES. THE DEFENSE SHALL BE COORD INA TED BY THE
OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY
CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE
AGENCY CUSTOMERS.
b) If Vendor becomes aware of an actual or potential claim, or Customer provides
Vendor with notice of an actual or potential claim, Vendor may (or in the case of an
injunction against Customer, shall), at Vendor's sole option and expense: (i) procure
for the Customer the right to continue to use the affected portion of the product or
service, or (ii) modify or replace the affected portion of the product or service with
functionally equivalent or superior product or service so that Customer's use is non-
infringing.
3) Independent Contractor
VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE
EXISTENCE OF THIS CONTRACT, IT IS FURNISHING SERVICES IN THE
CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR
IS NOT AN EMPLOYEE OF THE CUSTOMER, DIR OR THE STATE OF
TEXAS.
B. Taxes/Worker's CompensationlUNEMPLOYMENT INSURANCE
12115/08
1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE
EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIREL Y
RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND
VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF
THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO
COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY
SUCH PERSONS, INCLUDING LA WS REGARDING WAGES, TAXES,
INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND
ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES,
AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY
STATE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTITY
CUSTOMER. THE CUSTOMER AND/OR THE STATE SHALL NOT BE
LIABLE TO THE VENDOR ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE
PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT
INSURANCE AND/OR WORKERS' COMPENSA TION OR ANY BENEFIT
AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER
GOVERNMENTAL ENTITY CUSTOMER.
2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS,
THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS,
REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES
Page 12 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR
SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES,
RELA TING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR
WORKERS' COMPENSATION OR EXPECTATIONS OF BENEFITS BY
VENDOR, ITS EMPLOYEES, REPRESENTA TIVES, AGENTS OR
SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTRACT.
VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING
A TTORNEYS' FEES. THE DEFENSE SHALL BE COORD INA TED BY THE
OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STA TE AGENCY
CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE
AGENCY CUSTOMERS.
C. Vendor Certifications
Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to
give, and do not intend to give at any time hereafter any economic opportunity, future
employment, gift, loan, gratuity, special discount, trip, favor, or service to a public
servant in connection with the Contract; (ii) are not currently delinquent in the payment
of any franchise tax owed the State of Texas and are not ineligible to receive payment
under §23l.006 of the Texas Family Code and acknowledge the Contract may be
terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor
anyone acting for them, have violated the antitrust laws of the United States or the State
of Texas, nor communicated directly or indirectly to any competitor or any other person
engaged in such line of business for the purpose of obtaining an unfair price advantage;
(iv) have not received payment from DIR or any of its employees for participating in the
preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the
vendor certifies that the individual or business entity named in this bid or contract is not
ineligible to receive the specified contract and acknowledges that this contract may be
terminated and payment withheld if this certification is inaccurate; (vi) to the best of their
knowledge and belief, there are no suits or proceedings pending or threatened against or
affecting them, which if determined adversely to them will have a material adverse effect
on the ability to fulfill their obligations under the Contract; (vii) are not suspended or
debarred from doing business with the federal government as listed in the Excluded
Parties List System (EPLS) maintained by the General Services Administration; (viii) as
of the effective date of the Contract, are not listed in the prohibited vendors list
authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by
the United States Department of the Treasury, Office of Foreign Assets Control; (ix) to
the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in
compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the
Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (x) Vendor
agrees that any payments due under this contract will be applied towards any debt,
including but not limited to delinquent taxes and child support that is owed to the State of
Texas; (xi) Vendor certifies that they are in compliance Section 669.003, Texas
Government Code, relating to contracting with executive head of a state agency; (xii)
Vendor represents and warrants that the Customer's payment to Vendor and Vendor's
receipt of appropriated or other funds under this Agreement are not prohibited by
Sections 556.005 or Section 556.008, Texas Government Code; and (xiii) under Section
12/15/08 Page 13 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
2155.006, Government Code, Vendor certifies that the individual or business entity in
this contract is not ineligible to receive the specified contract and acknowledges that this
contract may be terminated and payment withheld if this certification is inaccurate. In
addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas
Government Code, in fulfilling the terms of the Contract.
D. Ability to Conduct Business in Texas
Order Fulfiller shall be an entity authorized and validly existing under the laws of its state
of organization, and shall be authorized to do business in the State of Texas.
E. Equal Opportunity Compliance
Vendor agrees to abide by all applicable laws, regulations, and executive orders
pertaining to equal employment opportunity, including federal laws and the laws of the
State in which its primary place of business is located. In accordance with such laws,
regulations, and executive orders, the Vendor agrees that no person in the United States
shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or
handicap, be excluded from employment with or participation in, be denied the benefits
of, or be otherwise subjected to discrimination under any program or activity performed
by Vendor under the Contract. If Vendor is found to be not in compliance with these
requirements during the term of the Contract, Vendor agrees to take appropriate steps to
correct these deficiencies. Upon request, Vendor will furnish information regarding its
nondiscriminatory hiring and promotion policies, as well as specific information on the
composition of its principals and staff, including the identification of minorities and
women in management or other positions with discretionary or decision-making
authority.
F. Use of Subcontractors
If Vendor uses any subcontractors in the performance of this Contract, Vendor must
make a good faith effort in the submission of its Subcontracting Plan in accordance with
the State's Policy on Utilization of Historically Underutilized Businesses. A revised
Subcontracting Plan shall be required before Vendor can engage additional
subcontractors in the performance of this Contract. Vendor shall remain solely
responsible for the performance of its obligations under the Contract.
G. Responsibility for Actions
Vendor is solely responsible for its actions and those of its agents, employees, or
subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority
to act or speak on behalf of DIR or the State.
H. Confidentiality
12115/08
1) Vendor acknowledges that DIR is a government agency subject to the Texas
Public Information Act. Vendor also acknowledges that DIR will comply with the
Public Information Act, and with all opinions of the Texas Attorney General's office
concerning this Act.
2) Under the terms of the Contract, DIR may provide Vendor with information
related to Customers. Vendor shall not re-sell or otherwise distribute or release
Page 14 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
Customer information to any party in any manner.
I. Security of Premises, Equipment, Data and Personnel
Vendor and/or Order Fulfiller may, from time to time during the performance of the
Contract, have access to the personnel, premises, equipment, and other property,
including data, files and lor materials (collectively referred to as "Data") belonging to the
Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety,
security, and the integrity of the personnel, premises, equipment, Data and other property
of the Customer, in accordance with the instruction of the Customer. Vendor and/or
Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and
its contents when such damage is caused by its employees or subcontractors.
J. Background and/or Criminal History Investigation
Prior to commencement of any services, background and/or criminal history investigation
of the Vendor and/or Order Fulfiller's employees and subcontractors who will be
providing services to the Customer under the Contract may be performed by certain
Customers having legislative authority to require such investigations. Should any
employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing
services to the Customer under the Contract not be acceptable to the Customer as a result
of the background and/or criminal history check, then Customer may immediately
terminate its Purchase Order and related Service Agreement or request replacement of the
employee or subcontractor in question.
K. Limitation of Liability
For any claim or cause of action arising under or related to the Contract: i) to the extent
permitted by the Constitution and the laws of the State of Texas, none of the parties shall
be liable to the other for punitive, special, or consequential damages, even if it is advised
of the possibility of such damages; and ii) Vendor's liability for damages of any kind to
the Customer shall be limited to the total amount paid to Vendor under the Contract
during the twelve months immediately preceding the accrual of the claim or cause of
action. However, this limitation of Vendor's liability shall not apply to claims of patent,
trademark, or copyright infringement.
L. Overcharges
Vendor hereby assigns to DIR any and all of its claims for overcharges associated with
this contract which arise under the antitrust laws of the United States, 15 U .S.C.A.
Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex.
Bus. and Comm. Code Section 15.01, et seq.
M. Prohibited Conduct
Vendor represents and warrants that, to the best of its knowledge as of the date of this
certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation,
partnership, or institution represented by Vendor, nor anyone acting for such Order
Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws
of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the
federal antitrust laws; or (2) communicated its response to the Request for Offer directly
or indirectly to any competitor or any other person engaged in such line of business
12115/08 Page 15 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
during the procurement for the Contract.
N. Required Insurance Coverage
As a condition of this Contract with DIR, Vendor shall provide the listed insurance
coverage within 5 days of execution of the Contract if the Vendor is awarded services
which require that Vendor's employees perform work at any Customer premises and/or
use employer vehicles to conduct work on behalf of Customers. In addition, when
engaged by a Customer to provide services on Customer premises, the Vendor shall, at its
own expense, secure and maintain the insurance coverage specified herein, and shall
provide proof of such insurance coverage to the related Customer within five (5) business
days following the execution of the Purchase Order. Vendor may not begin performance
under the Contract and/or a Purchase Order until such proof of insurance coverage is
provided to, and approved by, DIR and the Customer. All required insurance must be
issued by companies that are A + financially rated and duly licensed, admitted, and
authorized to do business in the State of Texas. The Customer and DIR will be named as
Additional Insureds on all required coverage. Required coverage must remain in effect
through the term of the Contract and each Purchase Order issued to Vendor there under.
The minimum acceptable insurance provisions are as follows:
1) Commercial General Liability
Commercial General Liability must include a combined single limit of $500,000 per
occurrence for coverage A, B, & C including products/completed operations, where
appropriate, with a separate aggregate of $500,000. The policy shall contain the
following provisions:
a) Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage;
c) State of Texas, DIR and Customer listed as an additional insured;
d) 30-day Notice of Termination in favor ofDIR and/or Customer; and
e) Waiver of Transfer Right of Recovery Against Others in favor of DIR and/or
Customer.
2) Workers' Compensation Insurance
Workers' Compensation Insurance and Employers' Liability coverage must include
limits consistent with statutory benefits outlined in the Texas Workers' Compensation
Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for
Employers' Liability of $250,000 bodily injury per accident, $500,000 bodily injury
disease policy limit and $250,000 per disease per employee.
3) Business Automobile Liability Insurance
12115/08
Business Automobile Liability Insurance must cover all owned, non-owned and hired
vehicles with a minimum combined single limit of $500,000 per occurrence for
bodily injury and property damage. Alternative acceptable limits are $250,000 bodily
injury per person, $500,000 bodily injury per occurrence and at least $100,000
property damage liability per accident. The policy shall contain the following
endorsements in favor ofDIR and/or Customer:
Page 16 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
a) Waiver of Subrogation;
b) 30-day Notice of Termination; and
c) Additional Insured.
O. Use of State Property
Vendor is prohibited from using the Customer's equipment, the Customer's Location, or
any other resources of the Customer or the State of Texas for any purpose other than
performing services under this Agreement. For this purpose, equipment includes, but is
not limited to, copy machines, computers and telephones using State of Texas long
distance services. Any charges incurred by Vendor using the Customer's equipment for
any purpose other than performing services under this Agreement must be fully
reimbursed by Vendor to the Customer immediately upon demand by the Customer.
Such use shall constitute breach of contract and may result in termination of the contract
and other remedies available to DIR and Customer under the contract and applicable law.
P. Immigration
Vendor shall comply with the requirements of the Immigration Reform and Control Act
of 1986 and the Immigration Act of 1990 (8 U.S.C.II0l, et seq.) regarding employment
verification and retention of verification forms for any individual(s) hired on or after
November 6, 1986, who will perform any labor or services under this Contract.
10. Contract Enforcement
A. Enforcement of Contract and Dispute Resolution
1) Vendor and DIR agree to the following: (i) a party's failure to require strict
performance of any provision of the Contract shall not waive or diminish that party's
right thereafter to demand strict compliance with that or any other provision, (ii) for
disputes not resolved in the normal course of business, the dispute resolution process
provided for in Chapter 2260, Texas Government Code, shall be used, and (iii)
actions or proceedings arising from the Contract shall be heard in a state court of
competent jurisdiction in Travis County, Texas.
2) Disputes arising between a Customer and the Vendor shall be resolved in
accordance with the dispute resolution process of the Customer that is not
inconsistent with subparagraph A.l above. DIR shall not be a party to any such
dispute unless DIR, Customer, and Vendor agree in writing.
B. Termination
12115/08
1) Termination for Non-Appropriation
Customer may terminate Purchase Orders if funds sufficient to pay its obligations
under the Contract are not appropriated by the governing body on behalf of local
governments, or by the Texas legislature on behalf of state agencies. In the event of
non-appropriation, Vendor and/or Order Fulfiller will be provided ten (10) calendar
days written notice of intent to terminate. Notwithstanding the foregoing, if a
Customer issues a Purchase Order and has accepted delivery of the product or
services, they are obligated to pay for the product or services or they may return the
Page 17 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
12/15/08
product and discontinue using services under any return provisions that Vendor
offers.
2) Absolute Right
DIR shall have the absolute right to terminate the Contract without recourse in the
event that: i) Vendor becomes listed on the prohibited vendors list authorized by
Executive Order #13224, "Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the
United States Department of the Treasury, Office of Foreign Assets Control; ii)
Vendor becomes suspended or debarred from doing business with the federal
government as listed in the Excluded Parties List System (EPLS) maintained by the
General Services Administration; or (iii) Vendor is found by DIR to be ineligible to
hold this Contract under Subsection (b) of Section 2155.006, Texas Government
Code. Vendor shall be provided written notice in accordance with Section II.A,
Notices, of intent to terminate.
3) Termination for Convenience
DIR or Vendor may terminate the Contract, in whole or in part, by giving the other
party thirty (30) calendar days written notice. A Customer may terminate a Purchase
Order if it is determined by the Customer that Order Fulfiller will not be able to
deliver product or services in a timely manner to meet the business needs of the
Customer.
4) Termination for Cause
a) Contract
Either DIR or Vendor may issue a written notice of default to the other upon the
occurrence of a material breach of any covenant, warranty or provision of the
Contract. The non-defaulting party shall give the defaulting party thirty (30)
calendar days from receipt of notice to cure said default. If the defaulting party
fails to cure said default within the timeframe allowed, the non-defaulting party
may, at its option and in addition to any other remedies it may have available,
cancel and terminate the Contract. Customers purchasing products or services
under the Contract have no power to terminate the Contract for default.
b) Purchase Order
Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence
of a material breach of any term or condition: (i) of the Contract, or (ii) included
in the Purchase Order in accordance with Section 4.B.2 above. The non-defaulting
party shall give the defaulting party thirty (30) calendar days from receipt of
notice to cure said default. If the defaulting party fails to cure said default within
the timeframe allowed, the non-defaulting party may, at its option and in addition
to any other remedies it may have available, cancel and terminate the Purchase
Order.
5) Customer Rights Under Termination
In the event the Contract expires or is terminated for any reason, a Customer shall
retain its rights under the Contract and the Purchase Order issued with respect to all
Page 18 of 19
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
products or services ordered and accepted prior to the effective termination date.
6) Vendor or Order Fulfiller Rights Under Termination
In the event a Purchase Order is terminated or the Contract expires or is terminated
for any reason, a Customer shall pay all amounts due for products or services ordered
prior to the effective termination date and ultimately accepted.
C. Force Majeure
DIR, Customer, or Order Fulfiller may be excused from performance under the Contract
for any period when performance is prevented as the result of an act of God, strike, war,
civil disturbance, epidemic, or court order, provided that the party experiencing the event
of Force Majeure has prudently and promptly acted to take any and all steps that are
within the party's control to ensure performance and to shorten the duration of the event
of Force Majeure. The party suffering an event of Force Majeure shall provide notice of
the event to the other parties when commercially reasonable. Subject to this provision,
such non-performance shall not be deemed a default or a ground for termination.
However, a Customer may terminate a Purchase Order if it is determined by the
Customer that Order Fulfiller will not be able to deliver product or services in a timely
manner to meet the business needs ofthe Customer.
11. Notification
A. Notices
All notices, demands, designations, certificates, requests, offers, consents, approvals and
other instruments given pursuant to the Contract shall be in writing and shall be validly
given on: (i) the date of delivery if delivered by email.facsimiletransmission.mailed by
registered or certified mail, or hand delivered, or (ii) three business days after being
mailed via United States Postal Service. All notices under the Contract shall be sent to a
party at the respective address indicated in Section 6 of the Contract or to such other
address as such party shall have notified the other party in writing.
B. Handling of Written Complaints
In addition to other remedies contained in the Contract, a person contracting with DIR
may direct their written complaints to the following office:
Public Information Office
Department of Information Resources
Attn: Public Information Officer
300 W. 15 th Street, Suite 1300
Austin, Texas 78701
(512) 475-4759, facsimile
12. Captions
The captions contained in the Contract and its Appendices are intended for convenience
and reference purposes only and shall in no way be deemed to define or limit any
provision thereof.
12115/08 Page 19 of 19
AMENDMENT NUMBER 1
TO
CONTRACT NUMBER DIR-SDD-980
BETWEEN
STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF
INFORMATION RESOURCES
AND
MCCI,LLC.
This Amendment Number 1 to Contract Number DIR-SDD-980 ("Contract") is between the
Department of Information Resources ("DIR") and MCCi, LLC. ("Vendor"). DIR and
Vendor agree to modify the terms and conditions of the Contract as follows:
1. Contract, Section 2. Term of Contract is hereby amended as follows:
DIR and Vendor hereby agree to extend the term of the Contract for one (1) year
through May 14,2011. Prior to expiration of the term, DIR and Vendor may extend the
Contract, upon mutual agreement, for up to two (2) additional one-year terms.
2. Contract, Section 4. Pricing, B. Customer Discount is hereby restated in its entirety
as follows:
B. Customer Discount
The minimum Customer discount for all products and services will be the percentage
offMSRP as specified below.
Software Custolller
Discount
Legistar by Daystar 3.75%
Blue Ridge Contract Assistance 3.75%
Laserfiche Document/Records Management 5.03%
Services Customer
Discount
Legistar by Daystar "Software as a Service" 3.75%
Services 3.75%
3. Contract, Section 4. Pricing, G. Travel Expense Reimbursement is hereby restated
in its entirety as follows:
G. Travel Expense Reimbursement
Pricing for services provided under this Contract are exclusive of any travel expenses
that may be incurred in the performance of those services. Travel expense
reimbursement may include personal vehicle mileage or commercial coach
transportation, hotel accommodations, parking and meals; provided, however, the
amount of reimbursement by Customers shall not exceed the amounts authorized for
state employees as adopted by each Customer; and provided, further, that all
Amendment Number 1 to Contract DIR-SDD-980
reimbursement rates shall not exceed the maximum rates established for state employees
under the current State Travel Management Program. Travel time may not be included
as part of the amounts payable by Customer for any services rendered under this
Contract. The DIR administrative fee specified in Section 5 below is not applicable to
travel expense reimbursement. Anticipated travel expenses must be pre-approved in
writing by Customer.
4. Contract, Section 5. DIR Administrative Fee A) is hereby restated in its entirety as
follows:
A) DIR Administrative Fee
The administrative fee to be paid by the Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract is one and one quarter percent (1.25%).
Payment will be calculated for all sales, net of returns and credits. For example, the
administrative fee for sales totaling $100,000 shall be $1,250.00. The effective date of
this change will be June 1,2010.
5. Contract, Section 7. Software License and Service Agreements, A. Shrink/Click-
wrap License Agreement is hereby restated in its entirety as follows:
A. Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by
Vendor after the effective date of this Contract, and irrespective of whether any such
provisions have been proposed prior to or after the issuance of a Purchase Order for
products licensed under this Contract, or the fact that such other agreement may be
affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions
set forth in this Contract shall supersede and govern the license terms between
Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click-
wrap License Agreement and determine if the Customer accepts the license terms
as amended by this Contract. If the Customer does not agree with the license
terms, Customer shall be responsible for negotiating with the reseller to obtain
additional changes in the Shrink/Click-wrap License Agreement language from the
software publisher.
6. Contract, Section 8. Intellectual Property Matters, B. Ownership is hereby restated
in its entirety as follows:
B. Ownership.
As between Vendor and Customer, the Work Product and Intellectual Property Rights
therein are and shall be owned exclusively by Customer, and not Vendor. Vendor
specifically agrees that the Work Product shall be considered "works made for hire" and
that the Work Product shall, upon creation, be owned exclusively by Customer. To the
extent that the Work Product, under applicable law, may not be considered works made
for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys,
assigns, and relinquishes exclusively to Customer all right, title and interest in and to all
ownership rights in the Work Product, and all Intellectual Property Rights in the Work
Amendment Number 1 to Contract DIR-SDD-980
2
Product, without the necessity of any further consideration, and Customer shall be
entitled to obtain and hold in its own name all Intellectual Property Rights in and to the
Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor
to be a joint author of the Work Product within the meaning of the Copyright Act of
1976. Customer shall have access, during normal business hours (Monday thru Friday,
SAM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials,
premises and computer files containing the Work Product. Vendor and Customer, as
appropriate, will cooperate with one another and execute such other documents as may
be reasonably appropriate to achieve the objectives herein. No license or other right is
granted hereunder to any Third Party IP, except as may be incorporated in the Work
Product by Vendor.
7. Contract, Section 8. Intellectual Property Matters, E. Confidentiality is hereby
restated in its entirety as follows:
E. Confidentiality
All documents, information and materials forwarded to Vendor by Customer for use in
and preparation of the Work Product, shall be deemed the confidential information of
Customer, and subject to the license granted by Customer to Vendor under sub-
paragraph H. hereunder, Vendor shall not use, disclose, or permit any person to use or
obtain the Work Product, or any portion thereof, in any manner without the prior written
approval of Customer.
S. Appendix A, Section 3. Definitions, H. Compliance Check is hereby added in its
entirety as follows:
H. Compliance Check -an audit of Vendor's compliance with the Contract performed
either by a third party auditor or DIR contract management staff.
9. Appendix A, Section 7. Purchase Orders, Invoices, and Payments, C. Payments is
hereby restated in its entirety as follows:
C. Payments
Customers shall comply with Chapter 2251, Texas Government Code, in making
payments to Order Fulfiller. The statute states that payments for goods and services are
due thirty (30) days after the goods are provided, the services completed, or a correct
invoice is received, whichever is later. Payment under the Contract shall not foreclose
the right to recover wrongful payments.
10. Appendix A, Section 9. Vendor Responsibilities, H. 1) Confidentiality is hereby
restated in its entirety as follows:
1) Vendor acknowledges that DIR and Customers that are state agencies are
government agencies subject to the Texas Public Information Act. Vendor also
acknowledges that DIR and Customers that are state agencies will comply with the
Amendment Number 1 to Contract DIR-SDD-980
3
Public Information Act, and with all opinions of the Texas Attorney General's office
concerning this Act.
11. Appendix A, Section 9. Vendor Responsibilities, I. Security of Premises,
Equipment, Data and Personnel is hereby restated in its entirety as follows:
I. Security of Premises, Equipment, Data and Personnel
Vendor and/or Order Fulfiller may, from time to time during the performance of the
Contract, have access to the personnel, premises, equipment, and other property,
including data, files and lor materials (collectively referred to as "Data") belonging to
the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the
safety, security, and the integrity of the personnel, premises, equipment, Data and other
property of the Customer, in accordance with the instruction of the Customer. Vendor
and/or Order Fulfiller shall be responsible for damage to Customer's equipment,
workplace, and its contents when such damage is caused by its employees or
subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer's
security requirements, then Customer may immediately terminate its Purchase Order
and related Service Agreement.
12. Appendix A, Section 9. Vendor Responsibilities, P. Immigration is hereby restated in
its entirety as follows:
P. Immigration
Vendor shall comply with the requirements of the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ("IIRIRA"), and the Immigration Act of 1990 (8
U.S.C.lI0l, et seq.) regarding employment verification and retention of verification
forms for any individual(s) hired on or after the effective date of 1996 Act., who will
perform any labor or services under this Contract.
13. Appendix A, Section 9. Vendor Responsibilities, Q. Public Disclosure is hereby
added in its entirety as follows:
Q. Public Disclosure
No public disclosures or news releases pertaining to this contract shall be made without
prior written approval ofDIR.
14. Appendix A, Section 9. Vendor Responsibilities, R. Substitutions is hereby added in
its entirety as follows:
R. Substitutions
Substitutions are not permitted without the written permission ofDIR or Customer.
15. Appendix A, Section 10. Contract Enforcement B. Termination, 5) Customer
Rights Under Termination is hereby restated in its entirety as follows:
5) Customer Rights Under Termination
Amendment Number 1 to Contract DIR-SDD-980
4
In the event the Contract expires or is terminated for any reason, a Customer shall retain
its rights under the Contract and the Purchase Order issued prior to the termination or
expiration of the Contract. The Purchase Order survives the expiration or termination of
the Contract for its then effective term.
16. Appendix A, Section 10. Contract Enforcement B. Termination, 6) Vendor or
Order Fulfiller Rights Under Termination is hereby restated in its entirety as follows:
6) Vendor or Order Fulfiller Rights Under Termination
In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all
amounts due for products or services ordered prior to the effective termination date and
ultimately accepted, and 2) any applicable early termination fees agreed to in such
Purchase Order.
All other terms and conditions of the Contract as amended, not specifically modified herein,
shall remain in full force and effect. In the event of conflict among the provisions, the order
of precedence shall be Amendment Number 1 and then the Contract.
(Balance of this page intentionally left blank)
Amendment Number I to Contract DlR-SDD-980
5
IN WITNESS WHEREOF, the parties hereby execute this Amendment Number 1 to be
effective as ofthe date oflast signature, but in all events not later than May 14, 2010.
MCCI,LLC.
By: __ Signature on File ______ _
Name: _Donny Barstow _______ _
Title: President ------------
Date: 5/11/2010 ________ _
The State of Texas, acting by and through the Department of Information Resources
By: __ Signature on File _______ _
Name: __ ~C~in~d_y~R~e~e~d~ _______ ___
Title: Deputy Executive Director
Operations & Statewide Technology Sourcing
Date: 5/13/10 ________________________ _
Legal: _Initials on File 5/13/10 ____ _
Amendment Number 1 to Contract DIR-SDD-980
6
AMENDMENT NUMBER 2
TO
CONTRACT NUMBER DIR-SDD-980
BETWEEN
STATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF
INFORMATION RESOURCES
AND
MCCI,LLC.
This Amendment Number 2 to Contract Number DIR-SDD-980 ("Contract") is between the
Department of Information Resources ("DIR") and MCCi, LLC. ("Vendor"). DIR and
Vendor agree to modify the terms and conditions of the Contract as follows:
1. Contract, Section 3. Product and Service Offerings, B. Services is hereby restated in
its entirety as follows:
B. Services
Services available under this Contract are limited to installation, maintenance, warranty,
support services, product training, Legistar by DayStar "Software as a Service",
Laserfiche Software Assurance Plan (LSAP) renewals are not offered. Vendor may
incorporate changes to their service offering; however, any changes must be within the
scope of services awarded based on the posting described in Section 1.B above.
2. Contract, Section 4. Pricing, B. Customer Discount is hereby restated in its entirety
as follows:
B. Customer Discount
The minimum Customer discount for all products and services will be the percentage
offMSRP as specified below.
Software Customer
Discount
Legistar by Daystar 3.75%
Blue Ridge Contract Assistance 3.75%
Laserfiche Document/Records Management 5.03%
(annual support (LSAP) 1 year must be
purchased initially with license)
Services Customer
Discount
Legistar by Daystar "Software as a Service" 3.75%
Services 3.75%
3. Contract, Section 9. Authorized Exceptions to Appendix A, Standard Terms and
Conditions for Product and Related Services Contracts is hereby revised to include
the following:
Amendment Number 2 to Contract DIR-SDD-980
A. All references to DIR Go DIRect are hereby revised and replaced with DIR ICT
Cooperative Contracts.
4 Appendix A, Section 9. Vendor Responsibilities, C. Vendor Certifications is hereby
restated to include the following:
C. Vendor Certifications
Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to
give, and do not intend to give at any time hereafter any economic opportunity, future
employment, gift, loan, gratuity, special discount, trip, favor, or service to a public
servant in connection with the Contract; (ii) are not currently delinquent in the payment
of any franchise tax owed the State of Texas and are not ineligible to receive payment
under §231.006 of the Texas Family Code and acknowledge the Contract may be
terminated and payment withheld if this certification is inaccurate; (iii) neither they,
nor anyone acting for them, have violated the antitrust laws of the United States or the
State of Texas, nor communicated directly or indirectly to any competitor or any other
person engaged in such line of business for the purpose of obtaining an unfair price
advantage; (iv) have not received payment from DIR or any of its employees for
participating in the preparation of the Contract; (v) under Section 2155.004, Texas
Government Code, the vendor certifies that the individual or business entity named in
this bid or contract is not ineligible to receive the specified contract and acknowledges
that this contract may be terminated and payment withheld if this certification is
inaccurate; (vi) to the best of their knowledge and belief, there are no suits or
proceedings pending or threatened against or affecting them, which if determined
adversely to them will have a material adverse effect on the ability to fulfill their
obligations under the Contract; (vii) are not suspended or debarred from doing business
with the federal government as listed in the Excluded Parties List System (EPLS)
maintained by the General Services Administration; (viii) as of the effective date of the
Contract, are not listed in the prohibited vendors list authorized by Executive Order
#13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism ", published by the United States Department
of the Treasury, Office of Foreign Assets Control; (ix) to the extent applicable to this
scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter
Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling
Program and its rules, 30 TAC Chapter 328; (x) Vendor agrees that any payments due
under this contract will be applied towards any debt, including but not limited to
delinquent taxes and child support that is owed to the State of Texas; (xi) Vendor
certifies that they are in compliance Section 669.003, Texas Government Code, relating
to contracting with executive head of a state agency; (xii) Vendor certifies for itself and
its subcontractors that it has disclosed or does not employ any current or former
employees of the State of Texas and has disclosed or does not employ any relative of a
current or former state employee within two degrees of consanguinity, and, if these facts
change during the course of the Contract, Vendor certifies it shall disclose for itself and
on behalf of subcontractors the name and other pertinent information about the
employment of current and former employees and their relatives within two degrees of
consanguinity; (xiii) Vendor represents and warrants that the provision of goods and
Amendment Number 2 to Contract DIR-SDD-980
2
services or other performance under the Contract will not constitute an actual or
potential conflict of interest and certifies that it will not reasonably create the
appearance of impropriety, and, if these facts change during the course of the Contract,
Vendor certifies it shall disclose for itself and on behalf of subcontractors the actual or
potential conflict of interest and any circumstances which create the appearance of
impropriety; (xiv) Vendor represents and warrants that the Customer's payment to
Vendor and Vendor's receipt of appropriated or other funds under this Agreement are
not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; and
(xv) under Section 2155.006, Government Code, Vendor certifies that the individual or
business entity in this contract is not ineligible to receive the specified contract and
acknowledges that this contract may be terminated and payment withheld if this
certification is inaccurate. In addition, Vendor acknowledges the applicability of
§2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the
Contract.
During the term of the Contract, Vendor shall, for itself and on behalf of its
subcontractors, promptly disclose to DIR all changes that occur to the foregoing
certifications, representations and warranties. Vendor covenants to fully cooperate in the
development and execution of resulting documentation necessary to maintain an
accurate record of the certifications, representations and warranties.
5. Appendix A, Section 9. Vendor Responsibilities, G. Responsibility for Actions is
hereby restated in its entirety
G. Responsibility for Actions
1) Vendor is solely responsible for its actions and those of its agents, employees, or
subcontractors, and agrees that neither Vendor nor any of the foregoing has any
authority to act or speak on behalf ofDIR or the State.
2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly
when the disclosures under Item 18 of Appendix A to the RFO and/or Section 9.C. (xii)
and (xiii), Vendor Certifications of this Appendix A to the Contract change and
covenants to fully cooperate with DIR to update and amend the Contract to accurately
disclose employment of current or former State employees and their relatives and/or the
status of conflicts of interest.
6. Appendix A, Section 9. Vendor Responsibilities, R. Product and/or Services
Substitutions is renamed and was formerly R. Substitutions.
All other terms and conditions of the Contract as amended, not specifically modified herein,
shall remain in full force and effect. In the event of conflict among the provisions, the order
of precedence shall be Amendment Number 2, then Amendment Number 1 and then the
Contract.
Amendment Number 2 to Contract DIR-SDD-980
3
IN WITNESS WHEREOF, the parties hereby execute this Amendment Number 2 to be
effective as of the date of last signature.
MCCI, LLC.
By: __ Signature on File ______ _
Name: _Donny Barstow _______ _
Title: President ------------
Date: 7/7/2010 ________ _
The State of Texas, acting by and through the Department ofInformation Resources
By: __ Signature on File ______ _
Name: Cindy Reed
Title: Deputy Executive Director
Operations & Statewide Technology Sourcing
Date: 7/14110 _________ _
Legal: _Initials on File 7/14110 ____ _
Amendment Number 2 to Contract DIR-SDD-980
4
AMENDMENT NUMBER 3
TO
CONTRACT NO. DIR-SDD-980
BETWEEN
THE STATE OF TEXAS, DEPARTMENT OF INFORMATION RESOURCES
AND
MCCI,LLC
This Amendment Number 3 to Contract Number DIR-SDD-980 ("Contract") is between the
Department of Information Resources ("DIR") and MCCI, LLC ("Vendor"). DIR and Vendor
agree to modify the terms and conditions ofthe Contract as follows:
1. Contract, Section 2. Term of Contract is hereby amended as follows:
DIR and Vendor hereby agree to extend the term of the Contract through May 14, 2013.
Prior to expiration of the term, DIR and Vendor may extend the Contract, upon mutual
agreement, for up to one (1) additional one-year term.
2. Contract, Section 4. Pricing, B. Customer Discount is hereby restated in its entirety as
follows:
B. Customer Discount
The minimum Customer discount for all products and services will be the percentage off
MSRP as specified below.
Customer Discount includes the DIR administrative Fee specified in Section 5
Software .... :" ';>. .: .... < < .. ! <' .. /: .' . ' .....•.. ,. .., .CustomerJ)iscount>'
Legistar by Daystar 4.75%
Blue Ridge Contract Assistance 4.75%
Laserfiche Document/Records Management (annual support 6.03%
(LSAP) 1 year must be purchased initially with license
..Servlc:es .. .•.. <:,.'/ .'. :/ . i.· .. ' i> \.i' i.. .; ·.·i> '~.:: . . ........ : ..
Legistar by Daystar "Software as a Service" 4.75%
Services 4.75%
3. Contract, Section 5. DIR Administrative Fee, A) is hereby restated III its entirety as
follows:
A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract is one-half of one percent (.50%). Payment will
be calculated for all sales, net of returns and credits. For example, the administrative fee for
sales totaling $100,000 shall be $500.00. The effective date of this change will be
June 1, 2011.
Amendment 3 to Contract #DIR-SDD-980 Page 1
4. Contract, Section 6. Notification is hereby restated in its entirety as follows:
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.
If sent to the State:
Dan Contreras, Director
ICT Cooperative Contracts
Department of Information Resources
300 W. 15 th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Facsimile: (512) 475-4759
Email: dan.contreras@dir.texas.gQY
If sent to the vendor:
Heather Rosenberg
MCCI, LLC
1700 Capital Circle SW
Tallahassee, FL 32310
Phone: (850) 701-0734
Facsimile: (850) 701-0715
Email: H &>sen b~r.g®-mc£iDl!QY!!ti.91J~~Q.m
5. Contract, Section 9. Authorized Exceptions to Appendix A, Standard Terms and
Conditions for Product and Related Services Contracts is hereby revised to include the
following:
A. All references to DIR Go DIRect are hereby revised and replaced with DIR ICT
Cooperative Contracts.
B. All references to Q_QDl!:~_~tS.(:tl~~@Qi!:,--~illle.tx.1!~ is hereby revised and replaced with new
email ict.sales@dir.texa~.
6. Appendix A, Section 8. Contract Administration, C. Records and Audit 3) is hereby
restated in its entirety as follows:
3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records,
books, documents, accounting procedures, practices and any other items relevant to the
performance ofthe Contract to DIR, including the compliance checks designated by DIR, the
State Auditor's Office and of the United States, and such other persons or entities designated
by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and
records. Vendor and/or Order Fulfillers shall provide copies and printouts requested by DIR
without charge. DIR shall provide Vendor and/or Order Fulfillers ten (10) business days'
notice prior to inspecting, Compliance Checking, and/or copying Vendor's and/or Order
Fulfiller's records. Vendor's and/or Order Fulfillers records, whether paper or electronic,
Amendment 3 to Contract #DIR-SDD-980 Page 2
shall be made available during regular office hours. Vendor and/or Order Fulfiller personnel
familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to
DIR staff and designees as needed. Vendor and/or Order Fulfiller shall provide adequate
office space to DIR staff during the performance of Compliance Check. If Vendor is found
to be responsible for inaccurate reports, DIR may invoice for the reasonable costs of the
audit, which Vendor must pay within thirty (30) days of receipt.
7. Appendix A, Section 9. Vendor Responsibilities, C. Vendor Certifications is hereby
restated in its entirety as follows:
C. Vendor Certifications
Vendor certifies that it and its designated Order Fulfillers: (i) have not given, offered to give,
and do not intend to give at any time hereafter any economic opportunity, future
employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in
connection with the Contract; (ii) are not currently delinquent in the payment of any
franchise tax owed the State of Texas and are not ineligible to receive payment under
§231.006 of the Texas Family Code and acknowledge the Contract may be terminated and
payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for
them, have violated the antitrust laws of the United States or the State of Texas, nor
communicated directly or indirectly to any competitor or any other person engaged in such
line of business for the purpose of obtaining an unfair price advantage; (iv) have not
received payment from DIR or any of its employees for participating in the preparation of the
Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the
, individual or business entity named in this bid or contract is not ineligible to receive the
specified contract and acknowledges that this contract may be terminated and payment
withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there
are no suits or proceedings pending or threatened against or affecting them, which if
determined adversely to them will have a material adverse effect on the ability to fulfill their
obligations under the Contract; (vii) are not suspended or debarred from doing business with
the federal government as listed in the Excluded Parties List System (EPLS) maintained by
the General Services Administration; (viii) as of the effective date of the Contract, are not
listed in the prohibited vendors list authorized by Executive Order # 13224, "Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism ", published by the United States Department of the Treasury, Office of
Foreign Assets Control; (ix) to the extent applicable to this scope of this Contract, Vendor
hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety
Code related to the Computer Equipment Recycling Program and its rules, 30 T AC Chapter
328; (x) Vendor agrees that any payments due under this contract will be applied towards any
debt, including but not limited to delinquent taxes and child support that is owed to the State
of Texas; (xi) Vendor certifies that they are in compliance Section 669.003, Texas
Government Code, relating to contracting with executive head of a state agency; (xii) Vendor
certifies for itself and its subcontractors that it has identified all current or former, within the
last five years, employees of the State of Texas assigned to work on the DIR Contract 20% or
more of their time and has disclosed them to DIR and has disclosed or does not employ any
relative of a current or former state employee within two degrees of consanguinity, and, if
these facts change during the course of the Contract, Vendor certifies it shall disclose for
Amendment 3 to Contract #DlR-SDD-980 Page 3
itself and on behalf of subcontractors the name and other pertinent information about the
employment of current and former employees and their relatives within two degrees of
consanguinity; (xiii) Vendor represents and warrants that the provision of goods and services
or other performance under the Contract will not constitute an actual or potential conflict of
interest and certifies that it will not reasonably create the appearance of impropriety, and, if
these facts change during the course of the Contract, Vendor certifies it shall disclose for
itself and on behalf of subcontractors the actual or potential conflict of interest and any
circumstances which create the appearance of impropriety; (xiv) Vendor represents and
warrants that the Customer's payment to Vendor and Vendor's receipt of appropriated or
other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008,
Texas Government Code; (xv) under Section 2155.006, Government Code, Vendor certifies
that the individual or business entity in this contract is not ineligible to receive the specified
contract and acknowledges that this contract may be terminated and payment withheld if this
certification is inaccurate; and (xvi) Vendor certifies that it has complied with the Section
556.0055, Texas Government Code, restriction on lobbying expenditures.. In addition,
Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government
Code, in fulfilling the terms of the Contract. During the term of the Contract, Vendor shall,
for itself and on behalf of its subcontractors, promptly disclose to DIR all changes that occur
to the foregoing certifications, representations and warranties. Vendor covenants to fully
cooperate in the development and execution of resulting documentation necessary to
maintain an accurate record of the certifications, representations and warranties.
8. Appendix A, Section 9. Vendor Responsibilities, P. Immigration is hereby restated in its
entirety as follows:
P. Immigration
Vendor shall comply with all requirements related to federal immigration laws and
regulations, to include but not be limited to, the Illegal Immigration Reform and Immigrant
Responsibility Act of 1996 (flIIRIRAfI) and the Immigration Act of 1990 (8 U.S.C.l101, et
seq.) regarding employment verification and retention of verification forms for any
individual( s) hired on or after the effective date of the 1996 Act who will perform any labor
or services under this Contract. Nothing herein is intended to exclude compliance by Vendor
with all other relevant federal immigration statutes and regulations promulgated pursuant
thereto.
9. Appendix A, Section 10 Contract Enforcement, B Termination, 1) Termination for
Non-Appropriation is hereby restated in its entirety as follows:
1) Termination for Non-Appropriation
Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the
Contract are not appropriated: i) by the governing body on behalf of local governments; ii)
by the Texas legislature on behalf of state agencies; or iii) by budget execution authority
provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317,
Texas Government Code. In the event of non-appropriation, Vendor and/or Order Fulfiller
will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding
Amendment 3 to Contract #DIR-SDD-980 Page 4
Appendix D to DIR Contract No. DIR-SDD-980
Daystar Service Subscription Agreement
By signing this Agreement and forwarding the original hard copy to your Daystar Service Provider,
you agree to the following terms and conditions of this Agreement governing your use of Daystar's
online Service, as defined in this Agreement. If you do not agree with these terms and conditions,
you may decline to execute this agreement, in which case you may not use the Service.
As part of the Service, Daystar will provide you with use of the online Service, including an Internet
interface and data encryption, transmission, access, and storage. Your registration for or use of the
Service shall be deemed to be your agreement to abide by all of the terms of this Agreement
including any materials available on the Daystar website incorporated into this agreement by
reference, including but not limited to Daystar's privacy and security policies.
1. Definitions
The following are the meanings of terms as used in this Agreement and in any Daystar Order Forms
now or hereafter associated herewith.
"Daystar" means Daystar Computer Systems, Inc., an Illinois corporation, having its principal place
of business at 600 West Jackson Blvd., Suite 580, Chicago, IL 60661.
"Daystar Service Provider" means the company (either Daystar or a certified Daystar reseller) that is
contracting with you to provide the Service and to which you are obligated to pay the appropriate
fees for the Service.
"Service" means the specific edition of Daystar's online legislative workflow and document
management, public access, report and document generation, public calendars, data analysis,
constituent contact management, data base replication, and disaster recovery services, or other
government data management services identified during the ordering process, which is operated,
and maintained by Daystar, accessible via http://www.legistar.com or another designated web site
or IP address, or ancillary online or offline products and services provided to you by Daystar, to
which you are being granted access under this Agreement, and which is more specifically identified
in the Daystar Order Form attached to and made a part of this Agreement.
"Daystar Technology" means all of Daystar's proprietary technology, including software, hardware,
products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible
or intangible technical material or information, made available to you by your Daystar Service
Provider.
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design
rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights,
know-how, program code, the designs of screen forms, databases, functions, and documents, and
other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of
protection of a similar nature anywhere in the world.
"Content" means the data, documents, audio and visual information, software, products, and
services contained or made available to you in the course of using the Service.
"Agreement" means this Daystar Service Subscription Agreement, any Daystar Order Forms,
whether written or submitted online to your Daystar Service Provider, and any materials available on
the Daystar website specifically incorporated by reference herein, as such materials, including the
terms of this Agreement.
"User(s)" means your employees, representatives, elected or appointed officials, consultants,
contractors, citizens, agents who are authorized to use the Service and have been supplied user
identifications and passwords by you or by Daystar at your request. Note that anonymous public
users do not require user identifications or passwords to access the query only portions of the
Service.
Daystar Computer Systems, Inc. Pagel January 2009
"System Administrator" means the User(s) designated and authorized by you or the executive
authority in your organization to create and manage User accounts and security functions, to contact
your Daystar Service Provider for support, and to otherwise administer your use of the Service.
"Contract Administrator" means the person designated by the executive authority of your
organization to execute this agreement, approve renewals of the Service Term, request and approve
additional services, change and/or approve any changed terms of this Agreement, and approves
payment of Service Fees.
"Customer Data" means any text, data, documents, audio and visual media, information, or other
material provided or submitted by your Users to the Service in the course of using the Service.
"Effective Date" means the date you begin using the Service.
"Service Term(s)" means the period(s), either the initial period or any renewal period during which
your Users may use the Service pursuant to the Daystar Order Form(s), and during which you are
obligated to pay for the Service in accordance with the billing frequency you selected during the
subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).
"Daystar Order Form" means the form evidencing the initial subscription for the Service and any
subsequent order forms submitted in written form, online, or via email, specifying, among other
things, contact information, any other requested services, the applicable fees, the billing period, and
other charges as agreed to between the parties.
2. Rights and Restrictions
Daystar hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service
solely for your own internal business purposes and subject to the terms and conditions of this
Agreement. This Agreement may not be assigned by you without the prior written approval of
Daystar. All rights not expressly granted to you are reserved by Daystar.
You may not access the Service if you are a direct competitor of Daystar, except with Daystar's prior
written consent. In addition, you may not access the Service for purposes of monitoring its
availability, performance, or functionality, or for any other benchmarking or competitive purposes.
You may use the Service only for your internal business purposes and may not use the Service to:
a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material,
including material harmful to children or material that violates third party privacy rights;
c) send or store material containing software viruses, worms, Trojan horses, or other harmful
computer code, files, scripts, agents, or programs;
d) interfere with or disrupt the integrity or performance of the Service or the data contained
therein; or
e) attempt to gain unauthorized access to the Service or its related systems or networks.
You may not:
a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit
or make available to any third party the Service, Content, Intellectual Property Rights, or Daystar
Technology in any way;
b) modify or make derivative works based upon the Service, Content, Intellectual Property
Rights, or Daystar Technology;
c) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server
or wireless or Internet-based device, except as specifically designed by the Service and described in
the Service documentation; or
Daystar Computer Systems, Inc. Page 2 January 2009
d) reverse engineer or access the Service in order to (i) build a competitive product or service,
(ii) build a product using similar ideas, features, functions, or graphics of the Service, or (iii) copy
any ideas, features, functions, or graphics of the Service.
e) disclose any Daystar Technology, including the source code or object code of any software.
3. Account Information and Data
Daystar does not own any of your Customer Data. You, not Daystar, shall have sole responsibility
for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property
ownership of all Customer Data. Daystar shall not be responsible or liable for the deletion,
destruction, damage, or loss of any Customer Data caused by users of the Service or other reasons
beyond the control of Daystar.
As part of its continuing development efforts, Daystar may modify, enhance, or create new forms,
methods, and functions within or outside of the Service to provide Internet access to those elements
of your Customer Data which you have specifically designated as "Publicly Available on the Web".
Modifications or enhancements to functions within the then current scope of the Service will be made
available to you at no additional cost during your Service Term. New forms, methods, and functions
which are outside the then current scope of the Service may be added to the Service at no cost to
you or, at Daystar's sole discretion, may be offered to you at an additional cost.
In the event this Agreement is terminated by either party for any reason, Daystar will make
available to you a file of the Customer Data within 30 days of termination, if you so request at the
time of termination. Upon termination for any reason, your right to access or use Customer Data
through the Service immediately ceases, and Daystar shall have no obligation to maintain your data.
4. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all
applicable local, state, national, and foreign laws, treaties, and regulations in connection with your
use of the Service, including those related to data privacy, international communications, and the
transmission of technical or personal data. You must notify Daystar immediately of any
unauthorized use of any password or account or any other known or suspected breach of security.
You must notify Daystar immediately and use reasonable efforts to immediately stop any copying or
distribution of Content that is known or suspected by you or your Users.
5. Support Services and Updates
As part of the Service, you will receive limited training, set up, activation, and other ancillary
services as described in the Daystar Order Form or in the contract documentation provided by your
Daystar Service Provider. In addition, your Daystar Service Provider will be available to you for
normal user support and remote administration assistance via phone or email between the hours of
7:00 AM and 7:00 PM Central Time, Monday through Friday, except for national holidays and
Daystar holidays scheduled with prior notice to you. Support will be provided only to your primary
contact person (or alternate) as deSignated by you.
6. Privacy and Security
Daystar's privacy and security policies may be viewed at http://www.legistar.com. Daystar reserves
the right to modify its privacy and security policies in its reasonable discretion from time to time,
and will notify you via email at any time such changes are posted. Note that because the Service is
a hosted, online application, Daystar occasionally may need to notify all Users of the Service of
important announcements or changes regarding the operation of the Service.
7. Intellectual Property Ownership
Daystar alone owns all right, title, and interest, including all related Intellectual Property Rights, in
and to the Daystar Technology, the Content, and the Service, and any suggestions, ideas,
enhancement requests, feedback, recommendations, or other information provided by you, your
Daystar Computer Systems, Inc. Page 3 January 2009
Users, or any other party relating to the Service. This Agreement is not a sale and does not convey
to you any rights of ownership in or related to the Service, the Content, the Daystar Technology or
the Intellectual Property Rights owned by Daystar. The Daystar name, the Daystar logo, and the
product or service names associated with the Service are trademarks of Daystar or third parties, and
no right or license is granted to use them. You may not alter or remove any copyright notice,
trademark, trade name, service mark, or any other proprietary rights notices that may appear in the
Service or Content.
8. Charges and Payment of Fees
All fees shall be as set forth in Section 4.B. of DIR Contract No. DIR-SDD-980. Payments shall be in
accordance with Section l.C. of Appendix A of the DIR Contract No. DIR-SDD-980. Payments must
be made annually in advance unless otherwise mutually agreed upon in an executed Daystar Order
Form to your Daystar Service Provider. You are responsible for paying for all services ordered for
the entire Service Term, unless this Agreement is earlier terminated pursuant to Section 19 of this
Agreement, whether or not such services are actively used.
You must provide an approved purchase order on a Daystar Order Form to your Daystar Service
Provider as a condition to signing up for the Service. You may add other services or service modules
at any time by submitting an executed Daystar Order Form. Added services will be subject to the
following: (i) added services will be coterminous with the preexisting Service Term, either initial
term or renewal term; (ii) the fee for the added services will be the then current, generally
applicable Service fee prorated for the remaining months of the Service Term; and (iii) services
added in the middle of a billing month will be charged starting on the first of the following billing
month.
9. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is an aggregate of 20 GB
for the data base, the attachments to legislative files, and published agendas and minutes on the
InSite Calendar. If the amount of disk storage required exceeds these limits, you will be charged
the then-current storage fees. Daystar will use reasonable efforts to notify you when the average
storage used per license reaches approximately 90% of the maximum; however, any failure by
Daystar to so notify you shall not affect your responsibility for such additional storage charges.
For reference, no Daystar customer, even among those that are the largest cities and/or have been
using the software for more than 10 years, has ever used more 15 GB of storage, well below the
maximums provided for free within the Service. Daystar reserves the right to establish or modify its
general practices and limits relating to storage of Customer Data. In the event that Daystar
establishes or modifies its general practices and limits relating to storage of Customer Data, Daystar
agrees to provide written notification prior to modifications taking place.
10. Billing and Renewal
Your Daystar Service Provider charges and collects in advance for use of the Service. Your Daystar
Service Provider will automatically renew your Service with the issue of an invoice to you and receipt
of payment from you at least 30 days prior to each Service Term renewal. The renewal charge will
be equal to the published service fee in effect during the prior term, unless your Daystar Service
Provider has given you at least 60 days prior written notice of a fee change, which shall be effective
upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. You
agree to provide your Daystar Service Provider with complete and accurate billing and contact
information. This information includes your legal government or organization name, street address,
email address, and name and telephone number for each of the following: you (the primary
contracting authority for your organization), billing contact, system administrator, and primary and
alternate support contacts. You agree to update this information within 30 days of any change to it.
All amounts paid are nonrefundable, except that if you terminate this Agreement for cause your
Daystar Service Provider will refund the unused balance of your prepaid service fees.
Daystar Computer Systems, Inc. Page 4 January 2009
Invoicing shall be in accordance with Section 7.B. of Appendix A of the DIR Contract No. DIR-SDD-
980.
11. Non-Payment and Suspension
In addition to any other rights granted to your Daystar Service Provider herein, your Daystar Service
Provider reserves the right to suspend or terminate this Agreement and your access to the Service if
your account becomes delinquent for more than 60 days past an invoice date.
Your Daystar Service Provider reserves the right to impose a reconnection fee in the event you are
suspended and thereafter request access to the Service. You agree and acknowledge that Daystar
has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted
if your account is 90 days or more delinquent.
12. Service Term
This Agreement commences on the Effective Date. The Initial Term will be as you elect during the
subscription ordering process or as otherwise mutually agreed upon in a Daystar Order Form,
commencing on the date you agree to pay for the Service or on the start date of the Daystar Order
Form, whichever is earlier. At the end of the Initial Term, this Agreement may be renewed by
mutual agreement for successive terms equal in duration to the Initial Term (or one year, if the
Initial Term is greater than one year) at your Daystar Service Provider's then current fees. Your
Daystar Service Provider will notify you of any changes in the terms of this Agreement, including
changes in fees, at least 60 days prior to your next renewal date.
Termination shall be in accordance with Section 18 of this Agreement. In the case of free trials,
notifications provided through the Service indicating the remaining number of days in the free trial
shall constitute notice of termination.
In the event this Agreement is terminated, other than by reason of your breach, Daystar will make
available to you a file of the Customer Data within 30 days of termination if you so request at the
time of termination. You agree and acknowledge that your Daystar Service Provider has no
obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days
after termination.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this
Agreement. Daystar represents and warrants that it will provide the Service in a manner consistent
with general industry standards reasonably applicable to the provision thereof, and that the Service
will perform substantially in accordance with the functional descriptions in the Daystar online help
documentation under normal use and circumstances.
14. Disclaimer of Warranties
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, DAYSTAR MAKES NO REPRESENTATION, WARRANTY,
OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY,
ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. DAYSTAR DOES NOT
REPRESENT OR WARRANT THAT:
A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
B) THE QUALITY OF THE SERVICE OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS;
C) ERRORS OR DEFECTS WILL BE CORRECTED; OR
D) THE SERVICE OR THE INFRASTRUCTURE THAT PROVIDES THE SERVICE AVAILABLE IS FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS.
Daystar Computer Systems, Inc. PageS January 2009
THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. EXCEPT
FOR WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, ALL CONDITIONS, REPRESENTATIONS,
AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY DAYSTAR.
15. Internet Delays
THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN
THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DAYSTAR IS NOT RESPONSIBLE
FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Indemnification
Daystar shall indemnify and hold you and your elected officials, officers, directors, employees, and
agents harmless from and against any and all claims, costs, damages, losses, liabilities and
expenses, including attorneys' fees and costs, arising out of or in connection with a claim alleging
that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a
trademark of a third party; provided that you (i) promptly give written notice of the claim to
Daystar; (ii) give Daystar sole control of the defense and settlement of the claim (provided that
Daystar may not settle or defend any claim unless it unconditionally releases you of all liability),
except in the case of Texas State Agency Customers for which the Office of the Attorney General
shall coordinate the defense and settlement of claims; (iii) provide to Daystar all information you
have about the claim and render reasonable assistance; and (iv) have not compromised or settled
such claim. You agree to hold Daystar harmless for any use of the Service and for any liability
resulting from the posting, deleting, editing, of or public access to any Customer Data.
17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE,
SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND,
INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, ARISING
OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE
USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH
THE SERVICE, OR ANY CUSTOMER DATA ENTERED INTO OR RETRIEVED FROM THE SERVICE, ANY
INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT,
EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE
LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
18. Termination
Termination shall be in accordance with Section 10.B. of Appendix A of the DIR Contract No. DIR-
SDD-980. All amounts paid are nonrefundable, except that if you cancel the subscription because of
reproducible and repeated failures substantially impairing your use of the Service over the period of
one month, which failures have been reported to Daystar and Daystar has not been able to correct
or to provide a reasonable workaround, then Daystar will refund the unused balance of your prepaid
service fees.
19. Effect of Termination
Upon termination of this Agreement for cause or expiration and non-renewal of a Service Term, your
access to the Service granted to you by section 2 of this Agreement shall immediately terminate.
You shall pay all amounts you owe to your Daystar Service Provider as of the date of termination of
this Agreement or expiration and non-renewal of a Service Term. You shall return all Daystar
Technology and Content to Daystar within 30 days of termination of this Agreement or expiration
and non-renewal of a Service Term.
Daystar Computer Systems, Inc. Page 6 January 2009
20. Survival
Notwithstanding any termination of this Agreement or expiration and non-renewal of a Service Term,
all provisions which, by the terms of reasonable interpretation thereof, set forth rights and
obligations that extend beyond the termination of this Agreement or expiration of a Service Term,
shall survive and remain in full force and effect. All provisions pertaining to Content, Intellectual
Property Rights, and Daystar Technology shall survive the termination of this Agreement and
expiration and non-renewal of a Service Term.
21. Remedies
You agree that any breach of section 2 of this Agreement may cause irreparable injury to Daystar.
To the extent authorized by Texas law and constitution, you agree that no remedy at law may be
adequate to compensate for such a breach and, in recognition thereof, agree that Daystar shall be
entitled to seek injunctive relief without posting a bond or other security against any such breach or
threatened breach.
22. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of
liability for incidental, consequential, or certain other types of damages, so the exclusions set forth
above may not apply to you.
23. Notice
Notices shall be in accordance with Section l1.A. of Appendix A of the DIR Contract No. DIR-SDD-
980.
24. General
a) Daystar reserves the right to modify the terms and conditions of this Agreement or its
policies relating to the Service or to change the fees associated with the Service with notice to you
no later than 60 days prior to your Term Renewal Date.
b) This Agreement shall be governed by the laws of the State of Texas, without regard to the
choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims, or causes of
action arising out of or in connection with this Agreement or the Service shall be subject to the
jurisdiction of the state courts located in Travis County, Texas. Nothing herein shall be construed to
waive the sovereign immunity of the State of Texas.
c) No text or information set forth on any other purchase order, preprinted form, or document,
other than an Order Form if applicable, shall add to or vary the terms and conditions of this
Agreement.
d) If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the
intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full
force and effect.
e) No joint venture, partnership, employment, or agency relationship exists between you and
Daystar as a result of this agreement or your use of the Service.
f) The failure of Daystar to enforce any right or provision in this Agreement shall not constitute
a waiver of such right or provision unless acknowledged and agreed to by Daystar in writing.
g) Each Daystar Order Form executed by your Contract Administrator is incorporated into and to
becomes a part of this Agreement. In the event of any conflict between the terms of this Agreement
and the terms of any such Daystar Order Form, the terms of this Agreement shall prevail.
h) This Agreement, together with any applicable Daystar Order Form(s), and DIR Contract No.
DIR-SDD-980 comprise the entire agreement between you and Daystar and supersedes all prior or
contemporaneous negotiations, discussions, or agreements, whether written or oral, between the
Daystar Computer Systems, Inc. Page 7 January 2009
parties regarding the subject matter of this Agreement. In the event of a conflict between this
Agreement and the DIR Contract No. DIR-SDD-980, the DIR Contract controls.
Agreement by Customer
Organization Name:
Organization Address:
Primary Contact Email: Phone: ________________ __
Authorizing Name: Title:
Signature: Date:
Daystar Computer Systems, Inc. PageS January 2009
Appendix C to DIR Contract No. DIR-SDD-980
Daystar Software License
This Software License is granted by Oaystar Computer Systems, Inc., an Illinois corporation (Oaystar), with its principal
place of business at 600 West Jackson Boulevard, Chicago, IL 60661, to the Licensee identified here as:
Name:
Address:
Software: Legistar® V5.0 with Legistar InSite ™
1. License
Subject to Licensee's acceptance of and agreement with all of
the terms and conditions hereof, Daystar hereby grants a
perpetual, nonexclusive, and non-transferable license (License)
to use the Daystar's software application (Software), as
described below. Licensee is permitted one installation of the
server data base portion of the Software. The License also
permits an unlimited number of concurrent client workstation or
Internet connections to the Software, although Licensee's use
may be further governed by the performance or license
limitations from third party providers of components of its
network, data base, and hardware environment.
2. Permitted Use
The Software or portions thereof shall be used by Licensee only
on Licensee's own computer equipment and only for the
processing of Licensee's own business.
Licensee shall not use the Software in the operation of a service
bureau or in any other manner that would permit or allow the use
of the Software, or any portion thereof, in connection with
transactions in which Licensee is not involved. Licensee shall
under no circumstances sublicense or otherwise transfer the
License to any other entity.
Until Licensee's Final Acceptance of the Software, Licensee may
not publish any of the output of the Software either in print or on
the Internet nor to allow access to the Software by the general
public. Licensee shall at all times limit the use of the Software to
its employees and authorized contractors who have been
appropriately trained. Daystar shall make training for the
Software available to Licensee pursuant to Daystar's standard
training procedures.
The Software is being provided to Licensee in executable object
code form only. Licensee may not modify, translate, de-compile,
nor create or attempt to create, by reverse engineering or
otherwise, the source code from the object code of the Software,
nor adapt the Software in any way to create a derivative work
3. Copies
The License includes the right to make two security backup
copies of the Software provided that (a) reasonable security
precautions are taken to prevent the unauthorized copying or
disclosure of the Software or any part thereof, and (b) that at all
times Daystar's ownership of the Software is disclosed by
prominent display of Daystar proprietary and copyright notices.
4. Software Ownership
Daystar represents that it is the owner of the Software and that it
has the right to modify and to grant the License for use of the
Software. All modifications, changes, enhancements,
conversions, upgrades, or additions made to the Software and all
related documentation, whether made by Daystar, Licensee, or a
Contact:
Phone:
License #:
third party, under this or any other agreement, are and shall
be the sole and exclusive property of Daystar, including all
applicable rights to patents, copyrights, trademarks, and
trade secrets inherent therein, which shall be considered a
part of the Software, and shall be included in the license
hereby granted to the Licensee.
5. Confidentiality
To the extent consistent with the Texas Public Information
Act, Licensee may not sell, transfer, publish, disclose,
display, or otherwise make available to others any source
code, object code, documentation, or other material relating
to the Software. Licensee shall assist Daystar in identifying
and preventing any unauthorized use or disclosure of the
source code or object code of the Software or of any portion
of the Software, or any of the algorithms or logic
contained therein. Without limitation of the foregoing,
Licensee shall advise Daystar in the event that Licensee
learns or has reason to believe that any person who has
had access to the Software, or any portion thereof, has
violated or intends to violate the terms of this License.
All of the undertakings and obligations relating to
confidentiality and non-disclosure, whether contained in this
paragraph or elsewhere in this License, and whether of
Daystar or of the Licensee, shall survive the termination of
this License for any reason. Nothing in this paragraph shall
prevent the operation of any law requiring that contracts with
the Licensee are public information.
6. Software Acceptance
Licensee shall have thirty (30) days after installation of the
Software by Daystar to perform acceptance testing of the
Software. Licensee's acceptance (Acceptance) of the
Software shall occur at the earliest of the following: (a) the
provision of written notice to Daystar of Licensee's
acceptance; (b) Licensee's operational use of the Software
to publicly distribute in paper form or post on the Internet
documents generated from the Software; or (c) on the
expiration of the thirty (30) day performance and testing
period measured from the installation date unless Licensee
provides Daystar with written notice of any unacceptable
defects or deficiencies in the Software, which defects shall
be limited to the failure of the Software to substantially
conform to published specifications including authorized
customization specifications. Upon receipt of such written
description of defects from Licensee, Daystar shall proceed
immediately to remedy the same, in which case, acceptance
shall occur upon satisfactory correction of stated defects or
deficiencies.
7. Limited Warranty
Daystar represents to Licensee that during the first twelve (12)
months after installation, the Software shall function in conformity
with the Software User Manual provided at the time of
installation. Daystar further represents that upon written
notification to Daystar within the warranty period of any material
failure of the Software to function in conformity to said
specifications, Daystar will, during its normal business hours and
at no cost to Licensee, use reasonable efforts to correct such
errors which are reproducible and verifiable by Daystar,
excluding any errors caused by uses of the Software which were
not in accordance with the User Manual. In the event that the
Software is found to be defective in such respect, and that notice
with respect to such defect has been given as provided above,
Daystar's sole obligation under this warranty is to remedy such
defect within a reasonable time. This warranty specifically
applies only to the standard Software application and does not
include any customizations to the Software, whether performed
by Daystar, by Licensee, or by any third party. Licensee agrees
that Daystar shall be sole judge of whether or not any reported
defect is attributable to the standard Software or to
customizations made to the Software.
THE WARRANTY STATED ABOVE IS A LIMITED WARRANTY
AND IT IS THE ONLY WARRANTY MADE BY DAYSTAR.
DAYSTAR DOES NOT MAKE AND LICENSEE HEREBY
EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS
OR IMPLIED, INCLUDING ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. DAYSTAR SHALL HAVE NO LIABILITY WITH
RESPECT TO ITS OBLIGATIONS UNDER THIS LICENSE OR
OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY,
SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF IT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM
AGES. THIS LIMITATION APPLIES TO ALL CAUSES OF
ACTION. BOTH PARTIES UNDERSTAND AND AGREE THAT
THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE
RISKS OF PRODUCT AND SERVICE NONCONFORMITY
BETWEEN THE PARTIES AS AUTHORIZED BY THE
UNIFORM COMMERCIAL CODE AND OF OTHER
APPLICABLE LAWS. THE FEES PAID BY LICENSEE FOR
THIS LICENSE REFLECT, AND ARE SET IN RELIANCE
UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION
OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS
LICENSE.
THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL
LIABILITIES OR OBLIGATIONS OF DAYSTAR FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THE DELIVERY, USE, OR PERFORMANCE OF THE
SOFTWARE. IN ANY EVENT, THE TOTAL LIABILITY OF
DAYSTAR TO LICENSEE FOR DIRECT DAMAGES SHALL
BE NO GREATER THAN THE FEES PAID BY LICENSEE
FOR THIS LICENSE.
The express warranty contained herein, but not the exclusion,
and waivers of warranties contained herein, shall terminate and
become null and void if any modifications are made to the
Software without Daystar's written authorization.
8. Indemnification
Daystar will at its own expense defend any action brought
against Licensee to the extent that such action is based on a
claim that any aspect of the Software used within the scope of
this License infringes any patents, copyrights, licenses, or trade
secrets, provided that Daystar is immediately notified in writing of
2
any such claim, and provided further except as provided in
the last clause in this paragraph, that Daystar shall have
the exclusive right to control such defense, and further
provided that Licensee does not negotiate or settle
any such claim, lawsuit, or proceeding without Daystar's
prior written approval, however, except in the case of Texas
State Agency Customers, provided Daystar agrees the
Office of the Attorney General will coordinate the defense
and settlement of such State Agency Customers.
If, as a result of any such claim, litigation, or threat
thereof, Daystar or Licensee is permanently enjoined from
using the Software by a final, non-appealable decree, or if
Daystar believes that the Software is likely to become the
subject of a claim of infringement, Daystar at its sole option
and expense may procure for Licensee the right to continue
to use the Software, or at its sole option and expense, may
replace or modify the Software so as to settle such claim,
litigation or the threat thereof. If such settlement or such
modifications of the Software is not reasonably practical,
after giving due consideration to all factors including
financial expense, Daystar may discontinue and terminate
the License upon written notice to Licensee and shall
refund to Licensee the unamortized portion of the license
fees payable hereunder based upon a five (5) year straight-
line depreciation, such depreciation to commence on the
date hereof.
The foregoing states the entire liability of Daystar with
respect to infringement of any copyrights, patents, or trade
secrets by the Software or any parts thereof, and
Licensee hereby expressly waives any other such liabilities.
9. Termination
Termination shall be in accordance with Section 10.B. of
Appendix A of the DIR Contract No. DIR-SDD-980. The
termination of this License shall automatically terminate all
of Licensee's rights to use the Software including the data
base and data held therein. In the event of the termination
hereof, Daystar shall have the right to the return of the
Software, and all copies thereof wherever located, and all
documentation thereto, without notice or demand. Upon
any termination, Licensee shall immediately cease all use
of the Software. Within five (5) days after the termination
of the license granted hereunder, Licensee shall return to
Daystar the Software, or upon request by Daystar and as
allowed by applicable records retention laws and policies,
destroy the Software and all copies thereof and certify in
writing that the same have been destroyed.
Notwithstanding the foregoing, all provisions hereof
relating to confidentiality of the Software shall survive the
termination of this License.
10. General
(a) The headings used in this License are for convenience
only and are not intended to be used as an aid to
interpretation.
(b) Daystar shall not be liable to the other for any loss,
delay, or failure to perform due to causes beyond its
reasonable control.
(c) If any provision of this License is held to be invalid or
unenforceable, such decision shall not affect the validity
of enforceability of the License or any of the remaining
provisions. Failure by either party to exercise any right
or remedy under this License does not signify
acceptance of the event giving rise to such right or
remedy.
(d) This License may not be modified except in writing
subscribed to by both parties.
(e) Assignment shall be in accordance with Section 4.0. of
Appendix A of the Dir Contract No. DIR-SDD-980.
(f) The location and venue for any litigation concerning this
contract shall be an appropriate state court located in
Travis County, Texas. Disputes involving this License,
except actions arising under the patent, trademark, or
copyright provisions of the U.S. Code, shall be determined
by the laws of the State of Texas. Nothing herein shall be
construed to waive the sovereign immunity of the State of
Texas.
(g) DIR Contract No. DIR-SDD-980 and this License
constitute the entire agreement between the parties. In the
event of a conflict between DIR Contract No. DIR-SDD-
980 and this License, the DIR Contract will control.
3
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami-Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI-DADE:
Before the undersigned authority personally appeared
MARIA MESA, who on oath says that he or she is the
LEGAL CLERK, Legal Notices of the Miami Daily Business
Review f/k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami-Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF SOUTH MIAMI
PUBLIC HEARING -APRIL 17, 2012
in the XXXX Court,
was published in said newspaper in the issues of
04/06/2012
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami-Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami-Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami-Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebate, comm' . n or refund for the purpose
of securing this Isement for ublication in the said
new r.
06 day of APRIL ,A.D. 2012
MARIA MESA personally known to me
Notary Public State of Florida
ChOryl H. Marmer
My Commission DD 793490
Expires 07/1812012
30SE~.L.SU~P~X!'~~~.~~~.§:.~9!? .. ~. __ .~ .. _~~~~~. MiamiHerald.com I THE MIAMI HERALD
PALMETTO BAY
Village seeks downtown residents could identify with
• DOWNTOWN, FROM 6SE the future downtown re-
gion, which feeds into Pal-
metto Bay Park and the
county's busway, as "home-
town-ish, something people
can readily identify with."
nue have been repaired and
paved, while the Miami-
Dade Water & Sewer De-
partment worked on water
lines which would serve the
demands of restaurants in
the vicinity.
different avenues and we
will whittle them down in
our proposal," Williams
said. "We think we're in a
position where we can come
back to the council with a
set of documents, A-B-C or
D and let's try to get it done.
The broad issue is the con-
tinued focus on developing
this community."
"This satisfies the eco-
nomic development engine
we've been pushing," Stanc-
zyksaid.
Some of the infrastruc-
ture work to allow for the
kind of mixed-use develop-
ment Palmetto Bay envi-
sions has been completed.
Sidewalks along 97th Ave-
Last week the council
unanimously agreed to a
road transfer agreement be-
tween the county and the
village so that Palmetto Bay
would accept jurisdiction
and ownership of Franjo
Road/Southwest 97th Ave-
nue from Southwest 184th
Edward Silva, Palmetto
Bay's director of Building
and Capital Projects sees
CITY OF SOUTH MIAMI
COURTESY NOTICE
NOTICE IS HEREBY given that the City Commission of the City of South Miami, Florida will conduct
Public Hearings at its regular City Commission meeting scheduled for Tuesday. April 17. 2012.
beginning at 7:30 p.m., in the City Commission Chambers, 6130 Sunset Drive, to consider the
following item(s):
(
A Resolution relating to a request pursuant to Section 20-3.4(B)(4)(b) of
the Land Development Code for Special Use Approval to locate a general
restaurant at 6208 S. Dixie Highway within the General Retail "GR" zoning
district.
A Resolution authorizing the City Manager to enter into an agreement With)
Municipal Code Corporation (MCCI), for a five year period, with the first annual
maintenance fee payment to be included in the purchase of the software
License and years two (2) through five (5) to be paid annually from account
number 001-1340-513-4634 Maintenance-Internet Services in the amount of
$12,000.00.
An Ordinance amending the Land Development Code, Section 20-6.1
(C)(1)(a) and (3)(b) concerning membership and powers and duties of the
Environmental Review and Preservation Board.
An Ordinance amending South Miami Code of ClIdinances, Chapter 2, Article I,
Sec. 2-2.1 (1<)(1) prohibiting the sending and receMng of electronic communication by
a Commission member while the member is sitting on the dais during a Commission
meeting ..
ALL interested parties are invited to attend and will be heard.
For further information. please contact the City Clerk's Office at: 305-663-6340.
Maria M. Menendez, CMC
City Clerk
Pursuant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any
decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or
hearing, he or she will need a record of the proceedings, and that for such purpose, affected person may need
to ensure that a verbatim record of the proceedings is made which record includes the testimony and evidence
upon which the appeal is to be based.
Street to northbound US.L
The transfer, which needs
county approval, is key in
the village's plans to mark
the area as its downtown
destination site, Williams
said.
One of the areas Palmetto
Bay looked to help imagine
the possibilities for a down-
town district, beyond Wyn-
wood, was Glendale Califor-
nia's The Americana at
Brand shopping complex.
The Americana, a 15.5 acre
site in downtown Glendale,
opened in 2008 as a mixed-
use development of retail,
dining, entertainment and
residential space. Some resi-
dents initially feared over-
development of that area.
That mall has popular lures
like an Apple store, Cheese-
cake Factory, an 18-screen
movie complex and a
Barnes and Noble store. Pal-
, metto Bay would similarly
look for a mix of familiar
chains but with an emphasis
on stores unique to the area.
The feasibility report and
study noted there currently
exists a shortage of in-de-
mand retail establishments
like full-service restaurants,
book and music stores,
sports bars and a florist.
One aspect of the Palmet-
to Bay project that differs
from Glendale'S, however, is
its mission to "reduce the
carbon footprint" thanks to
the garage and its linkage to
the village's I-Bus system
and the county's public tran-
sit and Metrorail system to
Downtown Miami.
Residents will have the
opportunity to address the
council throughout the vari-
ous stages of development.
Carol Vega, who says she
has had serious drainage is-
sues along her street and
home on 178th Terrace for
more than a decade, feels
money has already been
misspent on botched repairs
in her neighborhood. She
says she is against some of
these new projects, "like
PHOTO PALMETIO BAY
GARAGE: Artist rendering or proposed parking
garage in Palmetto Bay, near the Village Hall.
PHOTO PALMETTO BAY
DOWNTOWN: Aerial rendering of proposed Palmetto
Bay downtown district.
BILL KRESS/FOR THE MIAMI HERALD
TRIANGLE: Aerial shot of the northern end of the
Franjo Triangle. Village Hall (roof covered with
Solar panels) positioned in the center of the shot.
that monster garage. We
don't have to create these
things if you've already mis-
spent money."
The project will not move
forward until at least 60 per-
cent of the retail spaces is
pre-leased.
Follow @HowardCohen
on Twitter.